User:Econterms/For WikiConference North America 2021

Copied from Grants:Conference/Example agreements/Fiscal sponsorship and rephrasing to get the specifics right.

There are TWO agreements. One is between the WMF and WMDC. The others is between WMDC and WCNA. Both have been now signed. The text is approximately as below.

• Issue: the example agreements forbid re-grants. But we can give scholarships by reimbursement.

Agreement 1 between WMF and WMDC

Purpose and background

This agreement is between the WikiConference North America organization and the Wiki Society of Washington, DC (henceforth Wikimedia DC or WMDC). Wikimedia DC will act as the fiscal sponsor for a grant given by the Wikimedia Foundation for purpose of running the WikiConference North America event planned for late 2021.

Definitions

• A fiscal sponsor is an organization that receives grant funds on behalf of a grantee and signs agreements with the WMF and with the grantee. The fiscal sponsor, WMDC in this case, is the organization receiving funds and signing an agreement with WMF.
• The grantee, WCNA in this case, is the group doing the project, in this case the fall WNCA conference. WNCA is to sign an agreement with the fiscal sponsor. Additional information about fiscal sponsorship grants may be found at Grants:Fiscal sponsorships.

Introduction

This agreement will be addressed to the person at this organization or group who will sign the agreement on behalf of the fiscal sponsor organization and will include a date of issue at the top of the agreement.

The first paragraph of the grant agreement will be specific to this grant, this fiscal sponsor, and this grantee and will include details about the grant, including the fiscal sponsor name, the grantee name, the project name, the grant amount, the grant term, the effective date of the agreement.

1. Purpose of the Grant:

WMF has selected WMDC to receive the Grant funds from WMF and administer them for the benefit of the Grantee in support of the Project, subject to the terms of this Agreement. The Project is one of many projects funded by WMF that advance the WMF mission of empowering and engaging people around the world to collect and develop educational content under a free license or in the public domain and to disseminate it effectively and globally (“Mission”). Specific information about the Project is attached to this Agreement as Appendix 1, which is hereby incorporated into this Agreement.

WMDC supports the mission and believes that its administration of the grant funds will advance its own charitable purposes, so WMDC desires to serve as a fiscal sponsor for WMF in support of the WCNA 2021 conference.

2. Administration of the Grant Funds:

a. WMDC must use the Grant funds, and any interest earned on the funds, only to support the Project in accordance with the terms of this Agreement, and only for charitable, scientific, literary, or educational purposes within the meaning of Section 501(c)(3) of the United States Internal Revenue Code (“Code”).

b. Except as otherwise provided in this Agreement, WMDC may not direct or control the Grantee or the Project.

c. No management fee to WMDC is required or expected as part of this fiscal sponsorship arrangement.

3. Separate Bookkeeping Account:

The Fiscal Sponsor will account for the Grant funds by maintaining the funds in a separate bookkeeping account that is maintained as part of the Fiscal Sponsor’s financial records. The Fiscal Sponsor must ensure an acceptable finance system that allows for the tracking of all deposits, withdrawals, and expenditures of Grant funds so as to distinguish between Grant funds and non-Grant funds.

4. Payment and Funding Requirements:

a. Payment: WMF will pay the Grant to the Fiscal Sponsor in one or more installments on a schedule set in consultation with the Fiscal Sponsor, contingent upon the Fiscal Sponsor’s compliance with the terms of this Agreement.

i.If WMF pays any costs that the Grantee incurs in connection with the Grant (e.g. travel or lodging), WMF may reduce the amount of the Grant funds paid to the Fiscal Sponsor by that amount.

b. Funds Transfer: WMF will pay the Grant funds to the Fiscal Sponsor by a payment processing service or by wire transfer according to the wire transfer instructions that the Fiscal Sponsor provides to WMF. See Appendix 2.

c. Return of Excess Funds: The Fiscal Sponsor will return to WMF any Grant funds that are unexpended within sixty (60) days after the end of the Grant Term, or spend the Grant funds as instructed by WMF.

d. Termination: WMF may terminate or reduce Grant funding in the event of non-compliance for the following routine performance requirements:

i. The Fiscal Sponsor is misappropriating the Grant funding in a manner that is inconsistent with the Project.

ii. The Fiscal Sponsor has failed to provide WMF with notifications of material changes or with timely and accurate Reports;

iii. The Fiscal Sponsor has failed to maintain accurate and current records of expenditures and make them available to WMF upon reasonable requests for review; or

iv. The Fiscal Sponsor has engaged in illegal activity.

In the event of non-compliance related only to the above routine performance requirements, the Fiscal Sponsor agrees to repay within ten (10) business days (i) any portion of unspent Grant funds designated by WMF as of the date of WMF’s notice of termination or reduction; and (ii) a sum equal to any amount of Grant funds expended in violation of this Grant Agreement.

5. Reporting and Notifications:

a. Project Reports:

i. The Fiscal Sponsor will require the Grantee to provide WMF and the Fiscal Sponsor with the following reports (“Project Reports”):

A. a final report within sixty (60) days of the end of the Grant Term; and

B. any additional report that WMF may require.

ii. In the final report, the Fiscal Sponsor will require the Grantee to describe the outcomes and knowledge learned, and provide an impact assessment of the Grant as well as any other information requested by WMF.

iii. The Fiscal Sponsor will require the Grantee to submit all Project Reports:

A. on Meta according to the instructions provided at: https://meta.wikimedia.org/wiki/Grants:Conference/Evaluate-and-report; and

B. to the WMF Grants Administrator at grantsadmin@wikimedia.org.

b. Follow-up: WMF may request meetings with the Fiscal Sponsor or the Grantee to review any Project Reports or the activities of the Fiscal Sponsor or the Grantee. WMF may withhold Grant funds until receiving complete and adequate Project Reports as determined in the discretion of WMF.

c. Notification of Changes: The Fiscal Sponsor will promptly notify WMF of any of the following:

i. a material change in the ability of the Fiscal Sponsor or the Grantee to fulfill the Mission;

ii. any change in the Fiscal Sponsor’s or Grantee’s governing body, senior management, or other key personnel, including the individuals who have control of or access to the Fiscal Sponsor’s or Grantee’s bank account;

iii. any actual, potential, or threatened legal or regulatory actions; any claims or charges of impropriety; or any alleged regulatory or legal violations relating to the operations or organization of the Fiscal Sponsor or the Grantee; or

iv. any financial variation of 20% or more from any line-item in the project proposal provided by the Grantee to the Fiscal Sponsor.

WMF may modify the above threshold for reporting a financial variation from any line-item in any project proposal by providing the Fiscal Sponsor written notice to that effect.

6. Written Agreement with Grantee:

The Fiscal Sponsor will enter into a written agreement with the Grantee using the form of the Project Agreement attached to this Agreement as Appendix 3. The Fiscal Sponsor must obtain prior approval from WMF before making any material modifications to the Project Agreement.

7. Re-granting:

The Fiscal Sponsor may not re-grant any of the Grant funds to any third party (other than the Grantee) without the prior approval of WMF. The Fiscal Sponsor may not permit the Grantee to re-grant any of the Grant funds to any third party.

8. Maintenance of Financial Records:

The Fiscal Sponsor will keep copies of all Project Reports and financial records related to the Grant, including receipts and other expense documentation, for at least four (4) years after completing the Grant. The Fiscal Sponsor will make all Project Reports and financial records available to WMF staff or agents at reasonable times for review or audit.

9. Legal Compliance and Governance:

a. Compliance with Law: In administering the Grant funds, the Fiscal Sponsor will comply, and will require the Grantee to comply, with all applicable laws and regulations, including (but not limited to): anti-terrorism regulations; money laundering, anti-corruption, and anti-bribery regulations; registration, filing, reporting, and disclosure requirements imposed by local governments or local financial institutions; import/export regulations and trade sanctions programs (including embargo regulations); and foreign exchange controls.

b. No Lobbying or Political Campaign Activities: The Fiscal Sponsor will not use the Grant, and will not permit the Grantee to use the Grant, to engage in any attempt to influence legislation; to intervene in any election campaign to support or oppose any candidate for public office; to support voter registration drives; or to support any partisan political purpose.

c. Verification and Screening: The Fiscal Sponsor will assist and cooperate with WMF to comply with requirements under U.S. laws and regulations as determined necessary by WMF. The Fiscal Sponsor will assist WMF as provided in Appendix 4, which is hereby incorporated into this Agreement.

d. Conflict of Interests: The Fiscal Sponsor will promptly notify the WMF Grants Administrator at grantsadmin@wikimedia.org of any actual or potential conflict of interest that arises in connection with the Grant or the Project.

e. Tax Obligations: The Fiscal Sponsor is responsible for any tax associated with its receipt of the Grant funds. The Fiscal Sponsor should consult with its tax advisor if the Fiscal Sponsor has any questions about its tax reporting or compliance obligations under this Agreement.

f. Best Organizational Practices: Consistent with local law and to the extent applicable, the Fiscal Sponsor will meet the organizational best practices issued by the WMF Board of Trustees in its March 2012 resolution as set out here: https://wikimediafoundation.org/wiki/Resolution:Organizational_best_practices. The Fiscal Sponsor agrees to abide by all other existing obligations and agreements between the Fiscal Sponsor and WMF, including, as applicable, the WMF trademark policy, applicable WMF Board of Trustee resolutions and statements (including those on movement governance and conflicts of interest), chapter agreements, and fundraising agreements. The Fiscal Sponsor’s failure to comply with other agreements may result in WMF determining that the Fiscal Sponsor is not eligible for future grants.

g. Safe Space Policy: Grantee will have a safe space (e.g. friendly space) policy for and to enforce the WMF event ban policy (https://meta.wikimedia.org/wiki/Event_Ban_policy) at any in-person events funded from Grant funds. Grantee will report violations of their safe spaces policy, incidents requiring the removal of an individual from an event, or other concerns about the mental or physical safety of attendees to the WMF Grants Administrator at grantsadmin@wikimedia.org.

10. No Agency:

This Agreement does not create any employment or agency relationship, partnership, or joint venture between the Fiscal Sponsor and WMF or between WMF and the Grantee. The Fiscal Sponsor will not represent, and will require the Grantee not to represent, otherwise to anyone.

11. Limitation of Liability:

In no event will either party be liable to the other party for any indirect, special, incidental, punitive, or consequential losses or damages arising out of or in connection with this Agreement.

12. Notice:

The Fiscal Sponsor will, or will require the Grantee to, (i) publish notices, Project Reports, and other information in the manner and at the time set out in this Agreement, and (ii) provide copies of such notices, Project Reports, and other information to the WMF Grants Administrator at grantsadmin@wikimedia.org at the time they are due.

13. Waiver:

Failure to enforce any provision shall not constitute a waiver. All terms, conditions and obligations under this Agreement shall remain in full force and effect at all times during the duration of this Agreement except where otherwise amended or modified by mutual written agreement.

14. Choice of Law:

This Agreement is governed by and must be construed in accordance with the laws of the State of California, USA, without regard to its conflicts-of-law principles. The jurisdictional venue for any legal proceedings involving this Agreement is in any appropriate state or federal court located in San Francisco County, and each party waives any objection based on jurisdiction or venue.

15. Final Agreement:

The Fiscal Sponsor and WMF may execute this Agreement in counterparts. This Agreement may only be amended by a written agreement signed by both parties. This Agreement supersedes any prior oral or written agreements concerning the Grant and constitutes the entire agreement between the parties concerning the Grant. WMF has not agreed to provide the Fiscal Sponsor with any funds except as set forth in this Agreement.

Signature page

The signature page will follow the last section and will include instructions for returning the agreement, a signature from a WMF representative and a place for the grantee representative to add their signature, name, title and the date.

Appendices

Appendix 1: Purposes of the Grant

Your program officer or the grants administrator will provide your grant details in the appendix, which is based on the information you provided in your grant submission. It also links to the URL of your approved submission.

Full project name: This will be the name of the grantee's project as it appears on the grantee's approved grant submission.

Name of grantee:: This is the name of the grantee who will be doing the grant.

Date of approval: This date is recorded by the grant administrator and in the history of the grantee's approved grant submission. Changes to the grant submission after this date may not be included in this grant agreement unless you or the grantee have notified WMF of these changes and they have been approved in writing.

Start date: This is the date listed in the grantee's approved grant submission, and confirmed by the grants administrator.

Completion date: This is the date listed in the grantee's approved grant submission, and confirmed by the grants administrator.

URL of the approved grant submission: This will be a link to the approved grant submission.

Project goal:

This information will be pulled from the grantee's approved grant proposal. It may be summarized by your program officer or the grants administrator, since this appendix is usually between one and two pages long. This section describes what the grantee will achieve through the project.

Project scope and list of activities:

This information will be pulled from the grantee's approved grant proposal. It may be summarized by your program officer or the grants administrator, since this appendix is usually between one and two pages long. This section describes what the grantee will do to complete the project.

Note about check-in call: A check-in call may be required with your program officer on or around 6 months after your event's end date (which may be different from your grant end date). Your program officer will work with you on scheduling the call, if needed.

Appendix 2: Wire Transfer Information

The form in this appendix is included for your information. You do not need to complete it here if you have already returned a completed copy to the grants administrator.

Congratulations on your approved grant submission! Please complete this form, which we will use to send you funds for this grant and future grants, and return it to the grants administrator. It is very important that you complete this entire form, and that you check with your banking institution to be sure that this information is complete and accurate, and also that you may receive a wire transfer from the US. Within the US, we may also send grant funds by check, but you will still need to provide your bank account information below and meet the requirements listed here. Individuals receiving grants (except Travel and Participation grantees) are encouraged to establish a separate project-specific account used only for your project whenever that option is available. In some cases we may also consider sending funds to an individual's personal account, but we cannot send funds to an account in the name of a for-profit business. You should receive and store the funds in the same account unless you have received permission from WMF to do otherwise. If you have questions about using this form, please visit http://meta.wikimedia.org/wiki/Grants:Bank_information_form.

1. Name of account holder:
2. Address of account holder:
3. What is this account used for?
4. List all people with access to this account here:
5. Name of financial institution:
6. Address of bank branch: (include country)
7. Bank account number : (IBAN outside US)
8. SWIFT or BIC code (outside US): / Routing number or ABA (within US):
9. Tax ID if required in your country:
10. Preferred currency for grants:

Please attach any special instructions to this form and bring them to the attention of the grants administrator. 'Note about bank fees and documents: If you need to be reimbursed for bank fees, please determine the exact amount to be charged by your bank and contact the grants administrator before any grant funds are sent. If you require additional documents along with the funds transfer for your records, please let the grants administrator know now.

Agreement 2 between WCNA and WMDC

Introduction

This agreement will be addressed to the person at this grantee organization or grantee group who will sign the agreement on behalf of the grantee organization or grantee group or directly to the individual grantee if this is a fiscal sponsorship for a grant to an individual. The agreement will include a date of issue at the top of the agreement.

The first paragraph of the grant agreement will be specific to this grant and this grantee and will include details about the grant, including the grantee name and fiscal sponsor name, the grant amount, the grant term, the effective date of the agreement.

1. Purposes of the Grant

The Fiscal Sponsor is making a grant to you on behalf of the Wikimedia Foundation, Inc. for a certain amount (“Grant”) in support of the project described in Attachment A (“Project”). At all times, your Project must advance the Wikimedia Foundation mission of empowering and engaging people around the world to collect and develop educational content under a free license or in the public domain and to disseminate it effectively and globally (“Mission”).

2. Separate Bookkeeping Account:

You will account for Grant funds by maintaining those funds in a separate bookkeeping account that is maintained as part of your financial records. You must ensure an acceptable finance system that allows for the tracking of all deposits, withdrawals, and expenditures of Grant funds so as to distinguish between Grant funds and non-Grant funds.

3. Payments and Funding Requirements:

a. Payment: The Fiscal Sponsor will pay the Grant in installments on a schedule set in consultation with you, contingent upon your complying fully with this Agreement.

b. Use of Grant Funds: You will use the Grant funds, and interest earned on the funds, only for charitable and educational purposes within the meaning of U.S. tax law.

c. Return of Excess Funds: You will return to the Fiscal Sponsor any Grant funds that are unexpended within sixty (60) days of the project completion date listed in your project proposal or spend them as instructed by the Fiscal Sponsor.

d. Termination: The Fiscal Sponsor may terminate or reduce Grant funding in the event of non-compliance for the following routine performance requirements:

i. The Grantee is misappropriating the Grant funding in a manner that is inconsistent with the Project.

ii. The Grantee has failed to provide the Fiscal Sponsor with notifications of material changes or with timely and accurate Reports;

iii. The Grantee has failed to maintain accurate and current records of expenditures and make them available to the Fiscal Sponsor upon reasonable requests for review; or

iv. The Grantee has engaged in illegal activity.

In the event of non-compliance related only to the above routine performance requirements, Grantee agrees to repay within ten (10) business days (i) any portion of unspent Grant funds designated by Fiscal Sponsor as of the date of Fiscal Sponsor’s notice of termination or reduction; and (ii) a sum equal to any amount of Grant funds expended in violation of this Grant Agreement.

4. Reporting and Notifications:

a. Reports:

i. You will provide to the Wikimedia Foundation and the Fiscal Sponsor the following reports (“Reports”):

A. a final report within sixty (60) days of the project completion date listed in your approved grant submission; and

B. any interim reports required by the Wikimedia Foundation or the Fiscal Sponsor.

ii. You will submit all Reports:

A. on Meta according to the instructions provided at: https://meta.wikimedia.org/wiki/Grants:Conference/Evaluate-and-report;

B. to the Wikimedia Foundation Grants Administrator at grantsadmin@wikimedia.org; and

C. to the Fiscal Sponsor, as instructed by the Fiscal Sponsor.

iii. All Reports must be submitted on or before their due dates and according to the instructions provided at https://meta.wikimedia.org/wiki/Grants:Conference/Evaluate-and-report.

iv. In the final report, you must describe the outcomes and knowledge learned, and provide an impact assessment of the Grant as well as any other information requested by WMF.

b. Follow-up: The Wikimedia Foundation or the Fiscal Sponsor may request additional information or meetings with you to review or discuss your activities and Reports. Upon request by the Wikimedia Foundation, the Fiscal Sponsor may withhold Grant funds from you until any incomplete or inadequate Reports are corrected.

c. Notification of Changes: You will promptly notify the Wikimedia Foundation and the Fiscal Sponsor of material changes or developments in any of the following: (i) your ability to fulfill the Mission; (ii) any changes with respect to the identity of the individuals who have control of or access to the dedicated bank account; (iii) any actual, potential, or threatened legal or regulatory actions relating to the Grant; or (iv) any financial variation of 20% or more from any line-item in your project proposal

5. Re-granting:

You may not re-grant any of the Grant funds to any third party.

6. Maintenance of Financial Records:

You will keep copies of all Reports and financial records related to the Grant, including receipts and other expense documentation, for at least four (4) years after completing the Grant. You will make your Reports and financial records available to the Wikimedia Foundation or the Fiscal Sponsor at reasonable times for review or audit.

7. Legal Compliance and Governance:

a. Compliance with Law: In administering the Grant funds you will comply with all applicable laws and regulations. You will not use any portion or proceeds of the Grant to engage in any attempt to influence legislation or propaganda, or to intervene in any election campaign to support or oppose any candidate for public office. You will not use any Grant funds to support any actual or potential terrorist activities or organizations.

b. Conflicts of Interest: You will promptly notify the Fiscal Sponsor and the Wikimedia Foundation Grants Administrator at grantsadmin@wikimedia.org of any actual or potential conflict of interest that arises in connection with the Grant.

c. Tax Obligations: You are responsible for any tax associated with your receipt of the Grant funds. Please consult with a tax advisor if you have any questions about your tax reporting or compliance obligations under this Agreement.

8. No Agency:

This Agreement does not create any employment or agency relationship, or partnership between you and the Fiscal Sponsor or you and the Wikimedia Foundation.

9. Notice:

You will provide notices, Reports, and other information at the time they are due to (i) the Wikimedia Foundation by sending an email (with appropriate links to the relevant materials) to the Grants Administrator at grantsadmin@wikimedia.org , and (ii) the Fiscal Sponsor as instructed by the Fiscal Sponsor.

10. Final Agreement:

You and the Fiscal Sponsor may execute this Agreement in multiple counterparts. Electronic or facsimile signatures on this Agreement are as binding and enforceable as original signatures. This Agreement may only be amended by a written agreement signed by you and the Fiscal Sponsor. This Agreement supersedes any prior agreements and constitutes the entire agreement between you and the Fiscal Sponsor concerning the Grant. The Fiscal Sponsor has not agreed to provide you with any funding except as set forth in this Agreement.

Signature page

The signature page will follow the last section and will include instructions for returning the agreement to the fiscal sponsor, a signature from a representative of the fiscal sponsor, and a place for the grantee representative to add their signature, name, title and the date.

Attachment A: Project Agreement, Description of Project

Your program officer or the grants administrator will provide your grant details in the appendix, which is based on the information you provided in your grant submission. It also links to the URL of your approved submission.

Name of grantee(s): This will be the name of the person, group, or organization receiving the grant from the fiscal sponsor.

Full project name: This will be the name of the grantee's project as it appears on your approved grant submission.

Date of approval: This date is recorded by the grants administrator and in the history of the grantee's approved grant submission. Changes to the grant submission after this date may not be included in this grant agreement unless the grantee has notified the Fiscal Sponsor of these changes and they have been approved in writing by the Fiscal Sponsor.

Start date: This is the date listed in the approved grant submission, and confirmed by the grants administrator.

Completion date: This is the date listed in the approved grant submission, and confirmed by the grants administrator.

URL of the approved grant submission: This will be a link to the grantee's approved grant submission.

Project goal:

This information will be pulled from the approved grant proposal. It may be summarized by the program officer or the grants administrator, since this attachment is usually between one and two pages long. This section describes what the grantee will achieve through your project.

Project scope and list of activities:

This information will be pulled from the approved grant proposal. It may be summarized by the program officer or the grants administrator, since this attachment is usually between one and two pages long. This section describes what the grantee will do to complete your project.

Note about check-in call: A check-in call may be required with your program officer on or around 6 months after your event's end date (which may be different from your grant end date). Your program officer will work with you on scheduling the call, if needed.

Appendix 4: Verification and Screening

1. If WMF determines it necessary for compliance with U.S. laws or regulations, upon request of WMF, Grantee agrees to provide identifying information, including the full and correct names (in English and the language of origin); addresses; dates of birth; nationality; and citizenship of (1) any individuals who have control of, have access to, or are account holders on the dedicated bank account where the Grant funds are deposited and maintained; (2) any individuals who administer the Grant or this Grant Agreement; and (3) any individuals who serve as the Grantee’s trustees, directors, officers, or key employees. As requested by WMF, the Grantee agrees to provide valid photographic identification for such individuals.
2. Grantee agrees to provide a written statement setting out a description and identifying information of the dedicated bank account (as described in §1 of this Grant Agreement) that will receive and handle the Grant funds (with a copy of a bank statement showing the names of the account holders).
3. If WMF requests identifying information on the above individuals, Grantee agrees to obtain and provide that information in compliance with applicable local laws. WMF may screen such individuals against U.S. government watch lists, including (but not limited to):
   • Specially Designated Nationals List, which is published by the U.S. Treasury’s Office of Foreign Asset Control, in order to prevent terrorist financing and to ensure compliance with appropriate U.S. laws; and
   • Terrorist Exclusion List, which is published by the U.S. Department of State in order to prevent terrorist financing and terrorist activities.
4. If Grantee discovers through its own due diligence or through any other means that any individual associated with Grantee appears on one of the lists or may be involved in terrorist activities, Grantee will promptly notify WMF. In no instance will Grantee provide Grant funds to any person or entity that appears on any such U.S. government watch lists or who may be involved in violent or terroristic activities.