MARKEL GRANT AGREEMENT.PDF

MARKLE
ADVANCING AMERICA'S FUTURE
September 28, 2016 Karen D. Byers
Managing Director &
Mr. Clint L. Hickman Chief Financial Officer
Chairman, Board of Supervisors
County of Maricopa
Arizona@Work
234 North Central Avenue, 3rd Floor
Phoenix, AZ 85004
REF: GRANT # 163013BP-5
Dear Mr. Hickman:
We are pleased to inform you that the Markle Foundation ("Markle") has approved a grant for $52,000
with the County of Maricopa, towards the Arizona@Work division ("County or Grantee") (collectively,
the "Parties") for the period of July 1, 2016 through June 30, 2017.
We have agreed Grantee's work will encompass the duties and responsibilities described in Exhibit A,
which is attached hereto and made a part hereof. Any changes in the terms and conditions of this
agreement or retention of additional professional services shall be agreed upon in writing prior to
performing and delivering those services.
Purpose of Grant: See Exhibit A
Payment Schedule: See Exhibit B
Markle Contact Person: Katy Belot Hamilton
In exchange for a grant of funds in the amount set forth above (the "Grant"), Grantee agrees to each of
the following terms and conditions of this agreement (the "Agreement"):
Section 1. Purpose and Use of Grant Funds; Restrictions. All funds advanced by Markle under the
Grant shall be used solely for the activities described in Exhibit A (the "Grant Purposes") and, in any
event, only for charitable, educational or scientific purposes within the meaning of Section 170(c)(2)(B) of
the Internal Revenue Code of 1986, as amended (the "Code"). The funds may not be used a) to carry on
propaganda, or otherwise to attempt to influence any legislation (within the meaning of Section 4945(d)(1)
of the Code); b) to influence the outcome of any specific public election; c) to make grants to individuals
for travel, study or other similar purposes; or d) to make any grant to any other organization unless
approved in advance by Markle. Any income earned from the investment of the Grant funds must be
utilized for the Grant Purposes.
Section 2. Payment of Grant Funds. The funds granted shall be advanced by Markle in accordance
with the schedule set forth on Exhibit B.
Section 3. Program Monitoring and Evaluation. At its own expense Markle may monitor and conduct
an evaluation of operations and activities conducted pursuant to this Grant, including by means of on-site
visits, to observe Grantee's procedures and operations and to discuss the Grant Purposes with Grantee's
personnel (if any).
Section 4. Proprietary Rights. "Designs and Materials" shall mean all deliverables and all designs,
discoveries, inventions, products, computer programs, procedures, improvements, developments,
drawings, notes, documents, information and materials made, conceived or developed by Grantee alone
or with others which result from or relate to the Services. Grantee hereby irrevocably transfers and
assigns any and all of its right, title, and interest in and to Designs and Materials, including but not limited
MARKLE FOUNDATION
io ROCKEFELLER PLAZA, 6TH FLOOR NEW YORK, NY 10020
212.713.7610 www.markle.org

to all copyrights, patent rights, trade secrets and trademarks, any and all applications and registrations
therefor, together with the right to sue and recover for past infringement of such rights, to Markle.
Designs and Materials will be Markle's sole property, and Markle will have the sole right to determine the
treatment of any Designs and Materials, including the right to keep them as trade secrets, to file and
execute patent applications on them, to use and disclose them without prior patent application, to file
registrations for copyright or trademark on them in its own name, or to follow any other procedure that
Markle deems appropriate. Grantee agrees: (a) to disclose promptly in writing to Markle all Designs and
Materials; (b) to cooperate with and assist Markle to apply for, and to execute any applications and/or
assignments reasonably necessary to obtain, any patent, copyright, trademark or other statutory
protection for Designs and Materials in Markle's name as Markle deems appropriate; and (c) to otherwise
treat all Designs and Materials as "Confidential Information," as defined below. These obligations to
disclose, assist, execute and keep confidential will survive any expiration or termination of this
Agreement. Grantee further hereby agrees to appoint Markle as its attorney-in-fact with the power to
execute any additional documents necessary to further evidence this assignment and/or release.
Section 5. Grantee Representations and Warranties. All representations, warranties and covenants
made by Grantee in Exhibit A are hereby incorporated into this Agreement. Grantee further represents
and warrants that (a) it has full authority to accept the Grant on the terms and conditions contained in this
Grant Agreement and to enter into and fully perform this Grant Agreement, and that this Grant Agreement
will be binding on Grantee; and (b) Grantee is either (i) recognized by the U.S. Internal Revenue Service
as a tax-exempt public charity within the meaning of Sections 501(c)(3) and 509(a) of the Code, or (ii) a
non-profit or similar organization that is organized and operated for charitable, educational and/or
scientific purposes, has no shareholders or members with a proprietary interest in Grantee's income or
assets and does not otherwise permit its income or assets to more than incidentally benefit private
persons, does not engage in more than an insubstantial amount of lobbying, does not intervene directly or
indirectly in any political campaign and, on dissolution, any remaining assets would remain committed to
charitable, educational and/or scientific purposes.
Section 6. Interim and Final Reports. Unless the duration of the performance of the Grant Purposes is
such that only a Final Report is required by Markle, Grantee will submit periodic narrative and financial
reports to Markle on the use of the Grant funds, compliance with the terms of the Grant, and the progress
made toward achieving the goals of the Grant Purposes consistent with the schedule in Exhibit B or until
the Grant is otherwise terminated. A sample financial reporting form is attached as Exhibit C. In addition,
Grantee will submit to Markle an annual audited financial statement for any year in which the Grant is
active. In all events, within sixty (60) days after the use of the Grant funds is completed or the Grant is
otherwise terminated, Grantee will make a Final Report with respect to all expenditures made from such
Grant funds and explain the progress made towards the goals of the Grant.
Section 7. Records; Accounting; Financial Reyievr,Audit. Grantee will maintain its books and
records in such a manner that the receipts and expenditures of the Grant funds will be shown separately
in any easily checked form. Grantee will keep records of receipts and expenditures made of Grant funds
as well as copies of the reports submitted to Markle and supporting documentation for at least three years
after completion of the use of the Grant funds, and will furnish or make available such books, records,
and supporting documentation to Markle for inspection at reasonable times while the Grant is active.
Markle may, at its expense and on reasonable notice, audit or have audited Grantee's records, materials
or performance insofar as they relate to the activities funded by this Grant.
Section 8. Quality of Performance; Termination. This agreement may be terminated at any time by
Grantee or Markle, by giving written notice to the other party. Notice shall be deemed to have been
sufficiently given either when served personally or when sent by first-class mail, or by e-mail, addressed
to the parties at the addresses listed on page 1. Markle will not be liable for, nor shall Grantee be liable to
perform, any services or expenses incurred after receipt of the notice of termination.
Section 9. Conflicts of Interest/Disqualified Persons. Neither Grantee nor its principal staff shall act
as an agent for, consultant to, or as an officer, employee, other representative or supplier of any
Agreement with County of Maricopa Page 2 of 9 September 28, 2016
Grant #163013BP-5

subcontractor or supplier of Markle without giving prior notice to Markle. Private foundations are
prohibited from engaging in certain transactions with disqualified persons. A disqualified person is (a) an
officer or director of Markle, their spouses, living ancestors and lineal descendants, including legally
adopted children and spouses of lineal descendants; and (b) any corporation, partnership, trust, estate, or
unincorporated enterprise of which more than 35 percent of the total combined voting power or beneficial
interest is owned by anyone identified in (a). Grantee hereby warrants that neither Grantee nor its
directors or officers (if any) are disqualified persons in respect of Markle. Grantee further warrants that
there is no conflict of interest between other contracts, if any, and the activities to be performed under this
Grant Agreement. Grantee also agrees that it will immediately advise Markle if any such conflict of
interest arises in the future.
Section 10. Acknowledgment of Foundation Support; Disclosures. Grantee agrees that any
publication or display of the deliverables regardless of medium, and any public statement regarding the
Grant, shall acknowledge the Markle's support substantially as follows: "This project was supported by
the Markle Foundation."
Grantee shall not use social media or any other form of communication (a) in a way that could be
construed as speaking on Markle's behalf or (b) to discuss this Grant Agreement or the services to be
performed thereunder, unless Markle has given express written permission.
Section 11. Compliance with Laws. Grantee shall comply with all applicable federal, state and local
laws, rules and regulations of the United States and of the jurisdiction(s) in which the Grant Purposes are
carried out, including compliance with federal anti-terrorist laws ("Applicable Law"). Grantee agrees that it
will take care to ensure that the funds are not misdirected to terrorist purposes. If the project includes
giving funds to other organizations or individuals, then Grantee shall confirm that the organizations and
individuals are not on the U.S. government terrorist watch lists and, in interim and final financial reports,
Grantee will also provide Markle with all payee names and addresses.
Section 12. Future Funding. Grantee acknowledges that Markle and its representatives have made no
actual or implied promise of funding except for the amounts specified in this Grant Agreement. If any of
the Grant funds are returned or if the Grant is terminated, Grantee acknowledges that Markle will have no
further obligation in connection with this Grant.
Section 13. Modification. This Grant Agreement, including all Exhibits attached hereto, sets forth all
terms of the Grant and replaces all prior understandings and agreements between the Parties. Any
modification or amendment will be made only in writing signed by the Parties or an authorized officer
thereof.
Section 14. Applicable Law. This Grant Agreement will be construed in accordance with the laws of the
State of Arizona without regard to conflict of laws principles.
Section 15. Markle Publications. Markle publishes general information about all of its activities, both in
print and electronically on its web site (www.markle.Grantee), and hereby reserves the right to do so with
respect to this Grant.
Section 16. Liability and Indemnification. Markle shall not be liable under any of Grantee's contracts
or obligations, apart from this Agreement, or for any acts or omissions of Grantee or its officers, directors,
employees, agents or assigns. Grantee agrees to indemnify and hold harmless Markle and its officers,
employees, agents and assigns from and against any and all claims, actions, losses, liabilities, damages
and expenses (including without limitation costs and attorney's fees) in any manner relating to, resulting
from or arising out of: (a) any contracts or obligations entered into by Grantee, (b) the performance or
breach by Grantee of this Agreement, including but not limited to any unauthorized disclosure of Personal
Identifying Information; (c) Grantee's or its officers', directors', employees', agents' or assigns' negligence
or willful misconduct; or (d) any action by a third party that is based on any claim that any Grant Purposes
Agreement with County of Maricopa Page 3 of 9 September 28, 2016
Grant #163013BP-5

performed under this Agreement, or their results, infringe, misappropriate or otherwise violate that party's
patent, copyright, trademark, trade secret or other proprietary right.
Section 17. Insurance. For the duration of the term of this Agreement and one year thereafter, Grantee
will maintain adequate insurance (including, but not limited to, cyber liability insurance) with an insurer
reasonably acceptable to Markle sufficient to cover its indemnification obligations hereunder and also to
cover claims arising out of or related to the following: (a) claims under worker's compensation and state
disability acts; (b) claims for damages because of bodily injury, sickness, disease or death which arise out
of Grantee's or its employees' or agents' acts or omissions; (c) any improper or unauthorized collection,
disclosure or use of Personally Identifiable Information by Grantee; and (d) claims for damages because
of injury to or destruction of tangible or intangible property, including loss of use resulting therefrom,
which arise out of Grantee's or its employees' or agents' negligent act or omission. Grantee will provide
copies of such policies to Markle upon request, will include Markle as an additional insured on such
policies, and will not modify or terminate them without providing reasonable advance written notice to
Markle.
Section 18. Confidentiality. Grantee acknowledges that it will acquire knowledge, information, and
materials from Markle, and that all such knowledge, information and materials are and will be the trade
secrets and confidential and proprietary information of Markle (collectively the "Confidential
Information"). Notwithstanding anything to the contrary herein, Confidential Information shall include
the existence, terms and conditions of this Agreement, the Designs and Materials, and any and all
information about Markle's operations, strategy or deliberations (or content developed therein), or the
composition, operations, strategy or deliberations (or content developed therein), of Markle's collaborative
processes, regardless of how acquired. Accordingly, Grantee hereby covenants and agrees that it: (a)
shall use such Confidential Information solely in connection with the performance of this Agreement;
(b) shall not disclose or otherwise make available, at any time, any Confidential Information to any other
person or entity, other than Grantee's employees or agents who have a need to know such Confidential
Information in order to perform the Grant Purposes and who are subject to a nondisclosure obligation
comparable in scope to this Section; (c) shall protect such Confidential Information with the same degree
of care that Grantee exercises with its own confidential and proprietary information and in no event less
than a reasonable level of care; and (d) upon the expiration or termination of this Agreement for any
reason, shall promptly return to Markle any written information, data, or material concerning any
Confidential Information, and all copies thereof. All Confidential Information shall remain Markle's
exclusive property. Grantee acknowledges that a breach of this Section would cause Markle irreparable
injury for which it would not have an adequate remedy at law. In the event of a breach, Markle shall be
entitled to seek injunctive relief in addition to any other remedies it may have at law or in equity.
Notwithstanding the foregoing, Grantee may release public records in response to a valid public records
request pursuant to the Arizona Public Records Law (A.R.S. § 39-121 et seq.), provided, that in the event
such a public records request is received, Grantee shall immediately notify Markel and thereafter permit
Markle to intervene in order to secure a protective order or other appropriate relief from a court of
competent jurisdiction. The protective action described in the preceding sentence shall be undertaken (if at
all) in the sole discretion of Markel and/or its counterparties, and a protective order or other appropriate
relief must be obtained within ten (10) business days from the date that notification of the public records
request is delivered by Grantee to Markle. Grantee shall not, under any circumstances, be responsible for
securing a protective order or other relief enjoining the release of records, nor shall Grantee be in any way
financially responsible for any costs associated with securing such an order.
Section 19. Protection of Personally Identifiable Information. For the purposes of this section,
"Grantee" refers to Grantee and its officers, directors, employees, agents, and assigns. Grantee
acknowledges that in effectuating the Grant Purposes, it may acquire information or data identifiable to an
individual or that alone or combined with other information has the ability to distinguish, identify, or trace
an individual's identity ("Personally Identifiable Information" or "PII"), which may include medical,
financial, genetic, biometric, government created, employment or historical information about an
individual. Grantee shall collect, use, and disclose Pll only in good faith performance of its obligations
Agreement with County of Maricopa Page 4 of 9 September 28, 2016
Grant #163013BP-5

under this Agreement, or where disclosure is required by law. Grantee shall limit the scope of each
disclosure of Pll to the minimum amount of Pll necessary to be disclosed to fulfill Grantee's obligations
under this Agreement or Applicable Law.
Grantee hereby covenants and agrees that it shall (a) collect, use, and disclose Pll in accordance with all
Applicable Law; (b) maintain the accuracy and integrity of Pll it collects, uses or discloses; (c) implement
reasonable physical, technical, and administrative safeguards, as appropriate for the sensitivity of the
information, to protect Pll from loss, misuse, and unauthorized access, disclosure, alteration, or
destruction, including without limitation, implementation and enforcement of administrative, technical, and
physical security policies and procedures, and training of all personnel responsible for handling Pll on the
requirements set forth in this Agreement; (d) use encryption or equivalent measures in connection with
any electronic transfer, communication, or remote access connectivity involving PII; (e) cooperate with
Markle in its response to any inquiries regarding practices related to the collection, use, and disclosure of
Pll in connection with this Agreement; and (f) require all employees, agents and assigns to adhere to the
terms of this Section 19. Grantee shall extend the protections of this Agreement to Pll for as long as such
Pll is retained by Grantee. Grantee shall promptly notify Markle of any unauthorized disclosure of or
access to PI and cooperate with Markle to promptly resolve such issue.
At no time shall Grantee provide Markle with Pll received or created by Grantee in connection with this
Agreement, unless Markle has requested the Pll and Grantee has obtained all consents, approvals, and
authorizations necessary to provide the Pll to Markle under Applicable Law. Upon request by Markle,
Grantee shall provide documentation of such consents, approvals, and authorizations.
Upon expiration or earlier termination of this Agreement, Grantee shall return or destroy, as directed by
Markle, within sixty (60) days after such termination or expiration, all Pll received or created by Grantee in
connection with this Agreement. Grantee shall retain no copies of such PII.
Section 20. Limits on Powers. Grantee shall not have, nor shall hold itself out as having, the power to
make contracts in the name of, or binding on, Markle, or pledge Markle's credit or to extend credit in the
name of Markle or to take any act which might bind or otherwise obligate Markle in any manner
whatsoever.
Section 21. Survival. It is the express intention and agreement of the parties that all covenants,
agreements, statements, representations and warranties made in this Grant Agreement shall survive its
execution and delivery, and those set forth in Sections 4, 6, 7, 9, 10, 11, 14, 16, 17, 18, 19, 20 and 21
shall survive the termination of this Grant Agreement for any reason whatsoever.
Markle will be pleased to remit the first payment on this contract upon receiving a signed copy of this
letter accepting the funds, demonstrating Grantee's willingness to receive and administer the funds
subject to the limitations set forth within this letter.
Please feel free to contact Meghann Walmsley at mwalmsley@markle.org with any questions. We look
forward to working together with Grantee on this project.
Markle Grantee's Certification & Acceptance of
Conditions for Support:
By: Karen D. Byers / By: Clint L. Hickman
Managing Director & CO Chairman, Board of Supervisors
'1(U /20 /6
Dat Date
Agreement with County of Maricopa Page 5 of 9 September 27, 2016
Grant #163013BP-5

Attested to By:
Fran McCarroll, Clerk of the Board Date
Approved as to Form:
Deputy County Attorney Date
Agreement with County of Maricopa Page 6 of 9 September 28, 2016
Grant #163013BP-5

Exhibit A
Proposal
AZ@Work Maricopa County (AAWMC), in conjunction with the Human Services Department of Maricopa
County, will continue to champion the Skillful Initiative through Career Coaching and promotion as an
Anchor Partner of Skillful and supporting the Markle team. AAWMC will continue to provide support staff
coaches to assist Job Seekers in their utilization of Skillful and community resources available. To
enhance communication, quarterly updates utilizing the Look Forward/Look Back format will be shared to
show progress and areas to improve. Coaching metrics are currently collected by the Skillful team, but as
requested, further elaboration will be shared in a timely manner.
Support in onboarding Career Coaches will be paramount as well as ongoing training and support for the
coaches. Each Career Coach will need a wireless headset at their desk to aid in phone coaching. Each
headset is $384. As has been provided, technical support and willingness to evolve with community and
Job Seeker needs is vital. Through balancing current caseloads with Skillful priorities, we look forward to
understanding as we navigate the partnership. Anything that improves the fluidity of point of request for
assistance to receiving assistance is important. Improving the way that Job Seekers connect with Skillful
and the responses they receive will improve the experience and manage expectations.
More time for Lts and Career Coaches to share best practices is essential. As this resource expands
and grows, the time to invest into best ways to utilize time, energy and effort is very important so as not to
exhaust or deplete the Ll 's and Coaches.
Clear communication of priorities, performance and opportunities to grow for our staff and communities is
an area we would need to be successful with our partnership. The support received from the Markle
team is the reason AAWMC is so encouraged to continue to evolve our collaboration. As Skillful
develops, updated training on, and ways to utilize the available resources is priority. Continued
responsiveness to community needs and reaching the community Job Seekers must occur to keep
support of Skillful on target. Updated technological resources as they become available and are fiscally
responsible will assist in streamlining the support Skillful can provide to Job Seekers, Employers and
Educators.
The mission of the Maricopa County Human Services Department is to provide and coordinate essential
support and social services to vulnerable populations to enhance economic, educational, and social
opportunities and strengthen communities. This directly aligns with the opportunities afforded and
prioritized through Skillful. Our Workforce team daily strengthens connections for those in need to
opportunities just as Skillful is working so hard to do. The shared mission to meet the community where
they are and assist in empowering communities to achieve success is directly in line with Maricopa
County goals. This collaboration can and will extend into additional departments within Maricopa County
as time and staffing allow to ensure that current infrastructure can speak to the Skillful cause as easily as
Workforce staff can. Enhancing the current focus for Maricopa County by partnering with Skillful only
improves available resources in a much-needed environment.
ROLES AND RESPONSIBILITIES
As AAWMC has demonstrated, Skillful is highly visible in our centers, access points and at our events.
Key partnerships have evolved due to the support of AAWMC and we will continue in all areas. Through
our submission of awards to bring light to the work of Skillful and AAWMC, we are continuing to support
the developing brand. Through insightful and reflective sharing, we have supported the development and
utilization of Skillful and we will continue to do so.
AAWMC will reallocate and leverage current budgets to fund 4 Skillful Career Coaches as needed part-
time. Each Career Coach will be able to allocate up to and no more than 8 hours per week for Skillful
purposes. AAWMC will provide 2 designated staff at each comprehensive one stop locations as coaches
who will meet the needs of Job Seekers through Skillful. These coaches will meet Job Seekers where
Agreement with County of Maricopa Page 7 of 9 September 28, 2016
Grant #163013BP-5

they are and provide communication, coaching and follow-up. These team members will balance their
Skillful Coaching in tandem with their current case load and AAWMC will reallocate resources to meet the
needs of both AAWMC and Skillful.
Skillful Project Manager/Lead Coach (1)
This position will oversee all of the collaboration regarding Skillful and provide structure to outlined plans
and goals for AAWMC. This individual will be the Super-User of Skillful and lead the team of AAWMC
Navigators in all coaching related tasks. This position will oversee promotion of Skillful within Maricopa
County and with community organizations interested in more assistance and information.
For Markle, this position will operate, as directed, as the Lead for all Skillful Career Coaches. This will
include training, compiling and reporting metrics of coaching utilized, improving and maintaining quality of
coaching, promoting Skillful and administration of necessary support materials.
Career Coaches will dedicate up to and no more than 8 hours per week to balance current caseloads.
Skillful Project Manager/Lead Coach will dedicate 40 hours per week to Skillful.
The more communication utilized, the better the progress of the team. Maximizing the scheduled time set
aside for Skillful is key. Any and all of the functions of the project currently will work for these coaches.
In-person is the most optimal, but digital access is sufficient as well.
To ensure success, both AAWMC and Markle/Skillful must stay driven to the mission. As difficult to
address details become challenging or time is short, we must work through and come to viable decisions.
Continued communication, technical support and transparency will assist in success.
Agreement with County of Maricopa Page 8 of 9 September 28, 2016
Grant #163013BP-5

Exhibit B
Payment Schedule
The first payment is remitted upon receipt of the signed contract. Subsequent payments are remitted
after receipt of a financial report demonstrating that 85% of the cumulative receipts have been spent and
85% completion of each phase/milestone, as described below.
$ 25,000 Upon receipt of this signed contract.
15,000 Upon receipt of an interim narrative and financial report for the project, for the period from
inception through December 31, 2016.
12,000 Upon receipt of a final narrative and final financial report for the project.
$ 52,000
Agreement with County of Maricopa Page 9 of 9 September 28, 2016
Grant #163013BP-5

Exhibit C - Financial Report
IVIA.RKLE FOUND/Al- 10N
FINANCIAL REPORT
Name of Institution:
Address:
Project Number: Submission Date:
Financial Report: # Of Previous
(Interim or Final) Reports:
Project Dates:
Our legal status as a 501(c)(3) has has not El changed
INCOME
Project Income Income Total to
Budget Prior Report Current Report Date
(A) (B) (A+B)
Markle Foundation -
Total Income:
EXPENSES
Description Project Expenses Expenses Total to
(add items as needed) Budget Prior Current Date
Report Report
Payroll & Expenses $
Consultants $
Temporary Staff $
Office Expenses $
Telephone $
Equipment $
Printing $ -
Travel & Lodging $
Conferences & Meetings $
Computer Services $
$
$
$ _
$ _
Total Expenses
Balance on Hand $
Signature: Date:
Title:

IVI"SPKI-E FOUNDATION
FINANCIAL REPORT / Page 2
Name of Institution:
Address:
Project Number: Submission Date:
Financial Report: # Of Previous
(Interim or Final) Reports:
Project Dates:
REPORTING
Report all organizations or individuals that received funds and were checked against the OFAC
list and the TEL list. If giving funds to international recipients please check also against the
UN list.
Names Have Been Checked Against
Organization / Federal Terrorism Watch Lists and
Individual Address Not Found: Y / N $ Total to Date
.I
We hereby certify that we have searched the appropriate Terrorism Watch Lists and that
the organization(s) or individual(s) noted above were not found.
Signature: Date:
Title:
Please email eduran@markle.org to request a copy of this financial report sent via email.