MARKLE GRANT AGREEMENT.PDF

MARKLE
ADVANCING AMERICA'S FUTURE
April 18, 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 # 152011BP-DD
Dear Mr. Hickman:
We are pleased to inform you that the Markle Foundation ("Markle") has approved a grant for $50,000
with the County of Maricopa, towards the Arizona@Work division ("COUNTY"), for the period of April 1,
2016 through June 30, 2016.
We have agreed COUNTY work will encompass the duties and responsibilities described in Exhibit A.
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
In exchange for a grant of funds in the amount set forth above (the "Grant"), COUNTY agrees to the 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 COUNTY procedures and operations and to discuss the Grant Purposes with COUNTY 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 COUNTY alone or with others
which result from or relate to the Services. COUNTY hereby irrevocably transfers and assigns any and all of
its right, title, and interest in and to Designs and Materials, including but not limited 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
MARKLE FOUNDATION
io ROCKEFELLER PLAZA. I6TH FLOOR NEW YORK. NY 10020
212.713.7600 I www.markle.org

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. COUNTY 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. COUNTY 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. COUNTY 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 COUNTY; and (b)
COUNTY 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, (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 COUNTY 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, or (iii) a
governmental unit that is permitted to receive grants, if used exclusively for a public purpose, under section
170(c)(1) of the Internal Revenue Code.
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, COUNTY 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,
COUNTY 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, COUNTY will make a Final Report with respect to all expenditures made from such Grant funds
and indicate the progress made towards the goals of the Grant.
Section 7. Records; Accounting; Financial Review. COUNTY 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. COUNTY 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 COUNTY records 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
COUNTY 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 COUNTY be liable
to perform, any services or expenses incurred after receipt of the notice of termination.
Section 9. Conflicts of Interest/Disqualified Persons. Neither COUNTY nor its principal staff shall act as
an agent for, consultant to, or as an officer, employee, other representative or supplier of any 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
Agreement with County of Maricopa Page 2 of 6 April 18, 2016
Grant #152011BP-DD

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).
COUNTY hereby warrants that neither COUNTY nor its directors or officers (if any) are disqualified persons in
respect of Markle. COUNTY further warrants that there is no conflict of interest between other contracts, if
any, and the activities to be performed under this Grant Agreement. COUNTY also agrees that it will
immediately advise Markle if any such conflict of interest arises in the future.
Section 10, Acknowledgment of Foundation Support. COUNTY 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."
COUNTY 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. COUNTY shall comply with all applicable federal, state and local laws
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. COUNTY 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 COUNTY shall confirm that the organizations and individuals are not on the U.S. government
terrorist watch lists and, in interim and final financial reports, COUNTY will also provide Markle with all payee
names and addresses.
Section 12. Future Funding. COUNTY 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, COUNTY acknowledges that Markle will have no
further obligation in connection with this Grant.
Section 13. Modification. This Grant Agreement sets forth all terms of the Grant and replaces all prior
understandings and agreements. Any modification or amendment will be made only in writing signed by
COUNTY or an authorized officer of the organization and of Markle.
Section 14. Applicable Law. This Grant Agreement will be construed in accordance with the laws of the
State of Arizona.
Section 15. Markle Publications. Markle publishes general information about all of its activities, both in print
and electronically on its web site (www.markle.org ), and hereby reserves the right to do so with respect to this
Grant.
Section 16. 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, 16, and 17 shall survive the termination of this
Grant Agreement.
Section 17. Confidentiality. COUNTY 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, all personally identifiable
information obtained in the course of performing the Grant Purposes, 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, COUNTY hereby covenants and agrees that it: (a) shall use
such Confidential Information solely in connection with the performance of this Agreement; (b) shall not
Agreement with County of Maricopa Page 3 of 6 April 18, 2016
Grant #152011BP-DD

disclose or otherwise make available, at any time, any Confidential Information to any other person or
entity; (c) shall protect such Confidential Information with the same degree of care that COUNTY
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. Notwithstanding the
foregoing, COUNTY 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, COUNTY shall immediately notify Markle 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 COUNTY to Markle. COUNTY shall not, under any circumstances, be responsible for
securing a protective order or other relief enjoining the release of records, nor shall COUNTY be in any
way financially responsible for any costs associated with securing such an order.
Markle will be pleased to remit the first payment on this contract upon receiving a signed copy of this
letter accepting the funds, demonstrating COUNTY willingness to receive and administer the funds
subject to the limitations set forth within this letter.
Please feel free to contact Erica Duran at 212-713-7608 with any questions. We look forward to working
together with COUNTY on this project.
Markle County of Maricopa
By: Karen D. Byers / By: Clint L. Hickman
Managing Director & CFO Chairman, Board of Supervisors
_Vig4Z2th
a Date
Attested to By:
Fran McCarroll, Clerk of the Board Date
Approved as to Form:
Deputy County Attorney Date
Agreement with County of Maricopa Page 4 of 6 April 18, 2016
Grant #152011BP-DD

Exhibit A
Proposal
Maricopa County
Human Services Department - Workforce Development Division
The Maricopa County Workforce Development Board (MCWDB) proposes to be the boots on the ground
partner in partnership with the Markle Foundation Skillful initiative to expand our current workforce
services and reach the diverse and complex job seekers we serve in the greater Phoenix region. The goal
of the planning period is to explore, align and deploy an effective network of resources that link and
leverage robust career opportunities for job seekers in their local communities that lead to sustainable
employment and career pathways that maximize self-sufficiency and quality of life.
To enhance the Markle vision of ensuring access to opportunity, learning and successful career paths for
all Americans, Arizona@Work, Maricopa County, will provide a variety of direct and supportive resources
to engage job seekers. While COUNTY offers a myriad of services at the one stop locations, those
resources, research and best practices will be allotted and available through partnerships to meet the
outcome needs. Through offering Skillful Anchor Navigators housed on-site to meet the needs of the
Skillful site, COUNTY is committed to leveraging current case managers and support staff in in order to
meet the coaching, training and employment needs of job seekers.
In addition, COUNTY will participate in planning sessions, launch, training and other events and help
promote Skillful. COUNTY will recommend, pilot and test new tools and processes with middle skill
jobseekers referred to Arizona @ Work from Skillful, regularly gather information and suggest
opportunities to better target and support middle-skill jobseekers. Sharing data and providing suggestions
including a mid-way progress report and final report of learnings and proposed next steps will occur from
April through June.
COUNTY will have one dedicated Skillful navigator plus 1-2 additional trained on Skillful as back-up
coverage. COUNTY will participate in training, master ways to identify jobseekers from the target
population and become a Skillful "super user". COUNTY will also provide in-person, remote and virtual
support to Skillful jobseekers, track and report findings and participate in the launch and other activities
throughout the pilot phase. Testing tools and training peers is important for the Phoenix region to
implement a successful launch of the Skillful project.
Agreement with County of Maricopa Page 5 of 6 April 18, 2016
Grant #152011BP-DD

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.
$ 35,000 Upon receipt of this signed contract.
15,000 Upon receipt of a final narrative and final financial reports for the project.
$ 50,000
Agreement with County of Maricopa Page 6 of 6 April 18, 2016
Grant #152011BP-DD

Exhibit C - Financial Report
IV1/3I 11;PKILIE FOLJNJIDT- ICINJ
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 T7 has not Ti 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/XRPKILIE F D Li NJ ID A.-r- I 0 NJ
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
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.