GRANT AGREEMENT
BETWEEN THE BLOOMBERG FAMILY FOUNDATION INC.
AND THE CITY OF GEORGETOWN
GRANT AGREEMENT (hereinafter referred to as the “Agreement”) made as of the 12th day of March,
2019 by and between The Bloomberg Family Foundation Inc. (the “Foundation”) and the City of
Georgetown (the “Grantee”).
WHEREAS, the Foundation has created the U.S. Mayors Challenge (the “Mayors Challenge”) to inspire
American cities to generate innovative ideas that solve major challenges and improve city life – and that
ultimately can be shared with cities around the world;
WHEREAS, the specific, primary goals of the Mayors Challenge (as more fully described in Schedule A
hereto) are to (1) increase the number of innovative, local solutions to global urban problems, which are
viable in multiple cities and implementable by local governments, (2) drive significant public discussion
about the role of cities and mayors in solving our toughest challenges and (3) provide a platform to help
these ideas spread around the world;
WHEREAS, the Grantee has been selected as a winner of the Mayors Challenge for its project to make
the energy grid both lower-cost and more resilient with local renewable energy (the “Project”);
WHEREAS, the purposes of the prize and this Grant are to support the implementation of the Project
and to build a foundation for future replication if the Project is successful, and the Grantee is committed
to these efforts; and
WHEREAS, the Foundation wishes to make a contribution to the Grantee to provide support to the
Grantee to help implement the Project;
NOW, THEREFORE, THE FOUNDATION AND THE GRANTEE AGREE AS FOLLOWS:
1.
Grant. The Foundation has pledged and agreed that the Grantee will receive cash
or cash equivalents in an amount not to exceed ONE MILLION DOLLARS ($1,000,000) (hereinafter
sometimes referred to as the “Grant” and the “Grant Funds”). Grant Funds shall be available during the
period beginning on January 1, 2019 and ending on December 31, 2021 or such earlier or later
termination date as provided in this Agreement (the “Grant Term”). Grant Funds shall be paid in U.S.
Dollars. Grant Funds will be paid in four installments after receipt by the Foundation of the enclosed
countersigned copy of this Agreement and according to the following payment schedule and instructions
for payment:

ID#51617.01

 Payment Date

Payment Amount

Contingent Upon

On or before 30
days following the
Foundation’s
receipt of the
countersigned copy
of this Agreement

Not to Exceed
$100,000

•

Receipt by the Foundation of countersigned
copy of this Agreement

On or before
August 31, 2019

Approved 2019
Budget (less
$100,000)

•

Approved 2020
Budget

•

Completion and approval of Implementation
Plan and detailed Budget
Hiring of a Project Director
Compliance with all other terms of this
Agreement
Timely reports and satisfactory progress with
respect to the Project
Compliance with all other terms of this
Agreement
Completion and approval of Sustainability Plan,
if required
Timely reports and satisfactory progress with
respect to the Project
Compliance with all other terms of this
Agreement, including moving the project
manager position onto the Grantee’s public
budget in the final year of the Grant Term

On or before
February 28, 2020

•
•

•
On or before
February 28, 2021

Approved 2021
Budget

•
•
•

2.
Purpose. The Grant shall be used by the Grantee to create the Project, partnering
with residents to install solar panels and battery storage in their homes with the end goal of making
Georgetown the first energy independent community in the United States, as further described in
Schedule B attached hereto and in a manner consistent with the Project as outlined in this Agreement,
the schedules attached hereto and the Project budget as set forth on Schedule C attached hereto (the
“Project Budget” or the “Budget”).
3.

Use of Grant Funds.

(a)
Scope and Budget. Under United States law, Grant Funds may be expended
only for charitable, scientific, literary or educational purposes. This Grant is made only for the purposes
stated in this Agreement and the Schedules attached hereto, and Grant Funds shall be used for such
purposes in accordance with the Project Budget described in Section 3(b). Any Grant Funds not
expended or committed for the purposes of the Grant, or within the period stated above, must be
returned to the Foundation, unless otherwise authorized in writing by the Foundation.
(b)
Budget. The Project Budget has been developed to cover all costs related to
the Project and the Foundation’s funding of the Project. The Project Budget is currently allocated
among budget lines based on the Grantee’s and the Foundation’s estimates of the appropriate allocation.
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 A revised Budget for the Project shall be developed and submitted for the Foundation’s review and
approval by March 31, 2019. The Grantee and the Foundation shall work together to make any further
changes to such draft, and if the Grantee has not provided to the Foundation a final Budget
(incorporating any agreed-upon changes) satisfactory to the Foundation by July 31, 2019, the Grantee
shall return any unexpended or uncommitted Grant Funds to the Foundation, and the Foundation shall
have the right to discontinue funding the Project or cancel the Grant with respect to any then
undistributed Grant Funds. Once approved by the Foundation, the final Budget shall supersede and
replace the Project Budget initially attached hereto as Schedule C. The Grantee must adhere to the
Project Budget. The Foundation must pre-approve any change of 10% or more in any line item. Any
budgetary changes for activities not included in the Project must receive prior Foundation approval. The
Foundation reserves the right to withhold funding if said expenditures are not consistent with the Project
or in accordance with the Project Budget. In addition, indirect costs can in no event represent more than
15% of the Project Budget. For the purposes of this Agreement, indirect costs shall mean those costs
that have been incurred by the Grantee that cannot be identified specifically in reference to a particular
program but relate to several programs, including the Project. The Grantee must deposit the Grant
Funds in an interest-bearing account or other short-term investment vehicle and must apply any interest
earned to the Project. Any additional income related to Grant Funds, including but not limited to
dividends, interest or appreciation and currency fluctuation must be used for the Project. Interest earned
must be reported to the Foundation in the Periodic Report.
(c)
Key Persons. If the Grantee is notified that a key member of the Project (e.g.
a director, project manager or performance management lead) (the “Key Person”) will cease to devote
substantially all of his or her business time and efforts to the Project, the Grantee shall notify the
Foundation of such cessation within 3 business days. After receiving such notification, the Foundation
shall have the right to discontinue funding the Project or cancel the Grant with respect to any then
undistributed Grant Funds if (a) such Key Person’s position has not been filled within 60 days after such
notification with a person possessing similar skills and capabilities, as determined by the Foundation in
its sole discretion, (b) the Foundation has not been provided with documentation demonstrating that the
person hired to fill such vacancy is well-qualified to fill the position, or (c) such Key Person does not
again begin devoting all of his or her business time to the Project within 10 business days.
(d)
Media Documentation. The Grantee shall use its best efforts to document the
Project by facilitating and/or producing publications, audio or video programming, film or other media
regarding the Project.
(e)
Restrictions on Distribution of Grant Funds. The Grantee acknowledges that
it is familiar with the U.S. Executive Orders and laws that prohibit the provision of resources and
support to organizations and individuals and/or organizations associated with terrorism and terrorist
related lists promulgated by the U.S. Government, the United Nations, and the European Union. The
Grantee will take all precautions necessary to ensure that none of the Grant Funds will be used (i) in
support of or to promote violence, terrorist activity or related training, whether directly through its own
activities and programs, or indirectly through its support of, or cooperation with, other persons and
organizations known to support terrorism or that are involved in money laundering activities or (ii) for
purposes of or in connection with bribery or in contravention of the U.S. Foreign Corrupt Practices Act
of 1977, as amended, or other applicable anti-bribery law. In addition, the Grantee confirms that no
Grant Funds will be paid to, or on behalf of, U.S. Government officials, except as permitted under
Treasury Regulation 53.4941(d)-3(e).
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 (f)
Modification of Project. The Foundation may request that the Grantee modify
the Project during the term of the Grant, provided any such modifications are reasonable in terms of
financial resources. If the Foundation and the Grantee cannot reach an agreement about the terms of any
such proposed modification, the Foundation shall have the right to discontinue funding the Project or
cancel the Grant with respect to any then undistributed Grant Funds.
(g)
Sub-Grants. It is understood that the Grantee may make sub-grants in
connection with the Project. The Grantee has the exclusive right to select such sub-grantees and any
sub-contractors for the Project. The Foundation has not earmarked the use of the Grant Funds for any
specific sub-grantee or sub-contractor. The Grantee may make payments to sub-grantees and subcontractors in currencies other than in U.S. Dollars; however, the Grantee must retain any gains/losses
from currency exchanges in the Project Budget to be used for the Project specifically for sub-grants or
sub-contracts, unless otherwise approved by the Foundation per Section 3(a). The Grantee shall also
report any significant currency fluctuation to the Foundation. The Grantee is responsible for ensuring
that all sub-grantees and sub-contractors use the Grant Funds for the purposes of the Grant and the
Project. The Grantee shall not, and shall require that its sub-grantees and sub-contractors funded with
proceeds of the Grant Funds not, make any statement or otherwise imply to donors, investors, media or
the general public that the Foundation directly funds the activities of any sub-grantee or sub-contractor.
For the avoidance of doubt, any sub-grantees described in Schedule B, attached hereto, are listed as
examples only, and it is within the sole discretion of the Grantee to determine whether such
organizations, or any other organizations will in fact receive sub-grants.
(h)
Promotion of the Project. The Grantee shall (i) work with the Foundation to
maximize ongoing media opportunities including but not limited to Mayoral events, press releases,
social media promotion, (ii) participate in, and provide leadership with respect to, creating communities
of interest in the Project and (iii) work with the Foundation and consultants provided by Bloomberg
Philanthropies to document the Project by facilitating and/or producing publications, audio or video
programming, film or other media regarding the Project.
(i)
Cooperation with Consultants. The Grantee shall cooperate with and provide
information to the consultants provided by Bloomberg Philanthropies to serve as a learnings and
technical assistance partner on the Project. Such cooperation shall include participating in monthly
calls, periodic meetings and site visits, and providing information about the Project when requested.
4.
Additional Project Funding and Continuity. To the extent that the Grant Funds do
not cover the full cost of implementation of the Project, the Grantee shall secure additional sources of
funding for the outstanding Project cost. As part of the Metrics Reports (as described below), the
Grantee shall include information on all fundraising milestones that are set in the Grantee’s
Implementation Plan. Such reports shall include information about potential and secured funding
sources and progress towards fulfilling the cost of the Project. If the Project is successful (as reasonably
determined by the Foundation by February 28, 2021), the Grantee shall sustain the Project beyond the
Grant Term period and shall submit a sustainability plan (the “Sustainability Plan”) to the Foundation
for review and approval by January 31, 2021, prior to the distribution of the final installment of Grant
Funds. The Sustainability Plan shall include the portion of the Budget that will transition onto the
Grantee’s public budget in the final year of the Grant Term, including the transition of the project
manager position.

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 5.

Reporting.

(a)
Financial Reports. The Grantee shall provide semi-annual financial reports
(the “Financial Reports”). The Financial Reports shall be due on the dates shown in the table below.
Each Financial Report shall be in accordance with Schedule D attached hereto, signed by an appropriate
officer of the Grantee and shall include (i) a financial report reflecting expenditures according to the
line-item categories of the Project Budget as of the end of the applicable reporting period and reflecting
the use of additional income related to the Grant Funds described in Section 3(b) hereof and (ii) an
assurance that the activities under the Grant and the Project have been conducted in conformity with the
terms of this Agreement.
(b)
Metrics Reports. The Grantee shall provide semi-annual reports on metrics in
accordance with the format described in Schedule D attached hereto (the “Metrics Reports”). The
Metrics Reports, which may be delivered to the Foundation electronically, shall be due as shown in the
table below. The Metrics Reports shall also include copies of any media coverage of the Project and
two copies of any publication, audio or video program, film or other media project produced by the
Grantee under this Grant for archival and/or research purposes. The Foundation shall have the right to
make, or obtain from the Grantee, additional copies of any Grant product and to disseminate such
products.
(c)
Additional Items. The Grantee shall immediately provide notice to the
Foundation by electronic mail addressed to legal@bloomberg.org, and confirm that the Foundation has
actually received such electronic mail, if it becomes aware, at any time during the Grant Term, of any of
the following: (i) any misappropriation of Grant Funds or other assets of the Grantee; (ii) the occurrence
of an excess benefit transaction between the Grantee and any of its disqualified persons or an act of selfdealing by any of the Grantee’s disqualified persons; (iii) a violation of the Grantee’s conflicts of
interest policy; or (iv) a formal investigation of an allegation of any of the foregoing.
(d)
Report Details and Schedule. Details and formats for all reports shall be
specified by the Foundation prior to the date the first report is due hereunder. All reports should be
submitted electronically to reports@bloomberg.org and governmentinnovation@bloomberg.org on or by
the following dates:
Report
Type and
Frequency

Report Requirements

Report Due Date

Revised
Budget
Metrics and
Financial
Reports
Metrics and
Financial
Reports

Draft of revised Budget

July 31, 2019

January 1, 2019 through June 30, 2019

July 31, 2019

July 1, 2019 through December 31, 2019

January 31, 2020

-5-

 Metrics and
Financial
Reports
Metrics and
Financial
Reports
Metrics and
Financial
Reports
Final
Metrics and
Financial
Reports

January 1, 2020 through June 30, 2020

July 31, 2020

July 1, 2020 through December 31, 2020

January 31, 2021

January 1, 2021 through June 30, 2021

July 31, 2021

January 1, 2019 through December 31, 2021

February 15, 2022

(e)
The Grantee may be required to submit additional periodic reports as
requested by the Foundation (format to be specified by the Foundation) on Project progress, including,
after the date stated as the Grant ending date in Section 1 of this Agreement, reports with respect to
committed but not yet disbursed Grant Funds and the reports described in Schedule D attached hereto.
(f)
If any report is not submitted, further payments, if any, under this Grant or
under any other Foundation grant to the Grantee may be withheld in the sole discretion of the
Foundation.
6.
Record Maintenance and Inspection. The Grantee shall make its books and
records related to the Project available for inspection at reasonable times by the Foundation or its
assignee. The Grantee shall maintain records of expenditures, as well as copies of the reports submitted
to the Foundation, for at least four years after completion of the use of the Grant Funds. The Foundation
may monitor and conduct evaluations of Grantee operations under the Grant. Such monitoring may
include the Foundation’s personnel or assignees: (i) visiting the Grantee to observe the Project, (ii)
speaking with Grantee staff members regarding the Project and (iii) conducting a review of financial and
other records related to the Project. The Grantee further agrees that prior to making grants to a SubGrantee, the Grantee will ensure that the Sub-Grantee maintains adequate records to enable the
expenditure of Grant Funds to be easily and accurately confirmed. As a condition to receiving a grant
from the Grantee, the Sub-Grantee must agree to make its books and records related to the Project
available for inspection at reasonable times by the Foundation or the Foundation’s assignee (including
the Grantee and representatives of the Grantee), as set forth in the previous paragraph.
7.
Prohibition on Lobbying and Other Compliance with Tax Laws. Under Section
501(c)(3) and described in Section 509(a) of the Internal Revenue Code of 1986, as amended (the
“Code”), Grant Funds may not be used by the Grantee:
(a)
to carry on propaganda, or otherwise attempt to influence any specific
legislation through (i) an attempt to affect the opinion of the general public or any segment thereof or (ii)
communication with any member or employee of a legislative body, or with any other governmental
official or employee who may participate in the formulation of the legislation (except technical advice or
assistance provided to a governmental body or to a committee or other subdivision thereof in response to
-6-

 a written request by such body, committee or subdivision), other than through making available the
results of non-partisan analysis, study or research;
(b)
to influence the outcome of any specific public election or to carry on, directly
or indirectly, any voter registration drive;
(c)
to engage in activities that require any person actively involved in the Project
to register as a lobbyist or be identified as a lobbyist in a registration or report filed with a public agency
by any other person or entity; or
(d)
to support the election or defeat of a candidate for public office, finance
electioneering communications, register prospective voters or encourage the general public or any
segment thereof to vote in a specific election.
8.
Grantee and Sub-Grantee Representation. The Grantee represents that conduct by
the Grantee and any Sub-Grantee of the activities described in Schedules A, B, C and D hereto in the
manner described therein shall not cause the Grantee or any Sub-Grantee to be in violation of any
federal, state, local or municipal law, rule, regulation or ordinance. The Grantee further represents that
it is not aware of any of the following ever having occurred: (i) any misappropriation of assets of the
Grantee; (ii) the occurrence of an excess benefit transaction between the Grantee and any of its
disqualified persons or an act of self-dealing by any of the Grantee’s disqualified persons; (iii) a
violation of the Grantee’s conflicts of interest policy; or (iv) a formal investigation of an allegation of
any of the foregoing. The person signing this Agreement on behalf of the Grantee represents and
certifies that she or he has full, express power and authority to do so.
9.
Compliance. If the Foundation is not satisfied with the progress of the Project,
the content of any written report or the management of the Grantee, and if after any corrective action
agreed upon between the Foundation and the Grantee has been taken, the Foundation is still not
satisfied, the Foundation shall have the right to suspend or discontinue the funding of the Project or to
cancel the Grant with regard to any unused or undistributed Grant Funds.
10.
Intellectual Property. The Grantee hereby grants to the Foundation a perpetual,
worldwide, non-exclusive license to use, reproduce, distribute, display, perform, edit, adapt, create
derivative works from and otherwise exploit and sub-license, in all languages and all media now known
or hereafter developed, all written work or other materials of any nature created by it under this
Agreement (“the Work”). The Grantee acknowledges and agrees that no royalties will be paid for such
license or use, total consideration being the grant described in this agreement. The Grantee agrees to
further acknowledge and agree that Work, and all materials contained therein or prepared therefor, shall
be deemed Licensed Materials under the terms of the Modified Creative Commons Attribution
ShareAlike 4.0 International Public License, attached hereto as Schedule E.
11.
Warranty/Indemnity. The Grantee represents, warrants and covenants that the
Work is original and that it is the sole creator of the Work, except for any material incorporated into the
Work created or owned by third parties, from whom the Grantee has obtained or will obtain, at its
expense, all licenses necessary to incorporate and use such third-party material in the Work, including
the right to sub-license to the Foundation such material incorporated into the Work. The Grantee further
represents, warrants and covenants that the Work does not and will not contain any matter that is

-7-

 obscene or libelous, in violation of any copyright, trademark, proprietary right, or personal right of any
third party, or otherwise violate any law. The Grantee will indemnify and hold the Foundation, its
licensees and assigns, harmless from any and all claims, liabilities, costs and expenses, including
reasonable attorneys’ fees, arising as a result of the breach or alleged breach of these representations,
warranties and covenants.
12.

Grant Announcements and Public Reports.

(a)
Grantee’s Acknowledgement. The Grantee agrees to acknowledge the
Foundation’s funding, as described below, in publications, advertising, speeches, lectures, interviews,
press releases, internet web pages, and other similar activities related to the Mayors Challenge and the
Project (together, “Media Releases”). Any Media Release that refers to the funding source of the Grant
shall: (1) refer to “Bloomberg Philanthropies” rather than to the Foundation itself, (2) refer to the
Mayors Challenge and state that the Project is one of the nine winning ideas of the Mayors Challenge,
and (3) all written acknowledgements shall link to Bloomberg Philanthropies’ website
(www.bloomberg.org). The Grantee shall provide copies of all Media Releases to the Foundation and
obtain the Foundation’s consent prior to publication or distribution in any format of any Media Release.
Further, as a condition to receiving a grant from the Grantee, each Sub-Grantee must agree to
acknowledge the Foundation’s funding in Media Releases as set forth above and provide copies of all
Media Releases to the Foundation and obtain the Foundation’s consent prior to publication or
distribution in any format of any Media Release. To the extent that the Grantee provides Media
Releases to the Foundation, the Grantee represents that it owns or otherwise has obtained all rights
necessary to use, reproduce, publicly perform and distribute (including the right to sub-license) all works
contained or used in the Media Releases.
(b)
Foundation Acknowledgement. The Foundation agrees that all trademarked
or copyrighted works owned by the Grantee (including but not limited to logos, written material, photos,
and other similar works provided by the Grantee to the Foundation) and provided to the Foundation, in
any media, shall remain the property of the Grantee. To the extent that the Grantee provides any Media
Release (and works contained therein) or trademarked or copyrighted works to the Foundation, the
Grantee represents that it owns or otherwise has obtained all rights necessary to use, reproduce, publicly
perform and distribute (including the right to sub-license) all such works. Furthermore, the Grantee
provides to the Foundation a perpetual, non-exclusive, worldwide, royalty-free and fully paid-up, sublicensable (to affiliates) license, or sub-license, as the case may be, to use, display, reproduce, publicly
perform, and make derivative works of, all such works, regardless of whether such works were created
with the Grant Funds. The Foundation has the right to publicly acknowledge and announce, at its sole
discretion, any relationship between the Foundation and the Grantee. Bloomberg Philanthropies’ web
site may include a brief description of the Grant. On occasion, Bloomberg Philanthropies also posts
grantees’ publications and other related items on its website.
13.
Grantee Contact. The Grantee’s primary contact for this Grant shall be the
Project Director of the Project as determined by the Grantee and communicated to the Foundation by
April 30, 2019. The Project Director will maintain day-to-day contact with Anne Emig at the
Foundation.
14.
Representations and Covenants. The Grantee represents, warrants and covenants
to the Foundation that (a) it has and shall maintain during the Grant Term the proper licenses and rights

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 to perform the activities described herein; (b) it is in compliance with all applicable local, city, state,
federal and international laws, rules and regulations including, but not limited to, all environmental,
safety and health and labor and employment (including those addressing discrimination, harassment and
retaliation) laws, rules and regulations, and it shall remain in compliance during the Grant Term; (c) the
personnel shall have the necessary experience, qualifications, knowledge, competency and skill set
necessary to perform the activities under this Agreement; and (d) it shall use reasonable efforts to avoid
employing any persons or using any labor, or using or having any equipment, or permitting any
condition to exist which shall or may cause or be conducive to any labor complaints, troubles, disputes
or controversies which interfere or are likely to interfere with the activities under this Agreement. At
any time, the Foundation may request the Grantee to present copies of its programs, policies and/or
documentation as to any training provided by it to its personnel.
15.
Governing Law. This Agreement shall be interpreted in accordance with the laws
of the State of New York.
16.
Confidentiality. Each party recognizes that it will have access to information of a
proprietary or confidential nature owned by the other party. The parties acknowledge that the
information they share with each other is proprietary, private and confidential. As such, each party
agrees to keep such information in strictest confidence and protect it from disclosure; provided that the
parties may disclose such information as required by law. Each party hereby waives any and all right,
title and interest in and to such proprietary information of the other and agrees to return all physical
copies, and destroy all electronic copies, of such proprietary information, except as otherwise agreed, at
their expense, upon the expiration or termination of this Agreement.
17.
Entire Agreement and Amendment. This Agreement constitutes the entire
understanding between the Grantee and the Foundation with respect to the subject matter hereof and
shall supersede all prior arrangements on such subject matter, whether made orally or in writing. This
Agreement may not be amended except by written instrument executed by authorized representatives of
both the Grantee and the Foundation.
18.
Notice. All legal notices and other legal communications given or made pursuant
hereto shall be in writing and shall be delivered personally or sent by registered or certified mail
(postage prepaid, return receipt requested), or overnight courier and addressed to the party’s proper
address as set forth below. Any such notice shall be deemed to be given as of the date it is delivered to
the recipient. All notices shall be addressed as follows:
If to the Grantee to:
Charlie McNabb
City of Georgetown
113 E. 8th Street
Georgetown, TX 78626
Charlie.McNabb@georgetown.org

If to the Foundation to:
Dahlia Prager, Esq.
Bloomberg Philanthropies
25 East 78th Street
New York, NY 10075
legal@bloomberg.org

With a copy to:

-9-

 Elizabeth Buckley Lewis, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
elewis@willkie.com
19.
Miscellaneous. This Agreement may be executed in counterparts, each of which
shall be deemed an original but all of which, when taken together, shall constitute one and the same
instrument. This Agreement shall be binding upon, inure to the benefit of, and may be enforced by, each
of the parties to this Agreement and its successors and permitted assigns. Each provision of this
Agreement shall be considered separable, and if, for any reason, any provision or provisions hereof are
determined to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall
attach only to such provision and shall not in any manner affect or render illegal, invalid or
unenforceable any other provision of this Agreement, and this Agreement shall be carried out as if any
such illegal, invalid or unenforceable provision were not contained herein. This Agreement shall not be
assigned without the prior written consent of the Foundation. This Agreement, including any schedules,
amendments, modifications, waivers, or notifications relating thereto may be executed and delivered by
facsimile, electronic mail, or other electronic means. Any such facsimile, electronic mail transmission,
or communication via such electronic means shall constitute the final agreement of the parties and
conclusive proof of such agreement, and shall be deemed to be in writing and to have the same effect as
if signed manually. Any consent required to be given in writing hereunder may be given by electronic
mail.
[SIGNATURE PAGE FOLLOWS]

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 IN WITNESS WHEREOF, the parties to this Agreement have affixed their signatures:
By: ________________________________

By: ____________________________________

The Bloomberg Family Foundation Inc.

City of Georgetown

Name: Patricia E. Harris

Name:__________________________

Title: CEO

Title:___________________________
Date: ___________________________

[Signature Page to Grant Agreement]

 Schedule A
Initiative
Overview: The Mayors Challenge
The Mayors Challenge is a competition to inspire cities to generate innovative ideas that solve major
challenges and improve city life – and that ultimately can be shared and replicated by cities worldwide.
Cities are uniquely positioned to encourage and foster the innovation, creativity, ideas, and solutions
needed to tackle the pressing social and economic issues facing the world today – as well as meet the
challenges of tomorrow. Yet with increasing needs and diminishing budgets, local governments must
find innovative new ways to get work done. That is where the Mayors Challenge comes in – a
competition for cities that inspires mayors and their partners to develop breakthrough solutions. Once
winners are selected, Bloomberg Philanthropies works closely with each city to produce and track
results, and capture implementation lessons. At completion of the Grant, successful Mayors Challenge
projects will be “replication ready,” meaning that they achieved six key criteria:
o Projects are implemented at sufficient scale
o Evidence has been gathered demonstrating impact
o Project model has been refined to reflect learnings from implementation, assessment, and
user feedback
o Value of the project to other cities is clear, and has been documented
o Mayor is publicly engaged and excited to be a worldwide leader on the issue
o Project has funding (public/otherwise) be sustained beyond the 3 year Grant
The United States Mayors Challenge awarded prizes (nine $1,000,000 prizes) to the cities that generated
the boldest and most replicable ideas.
Georgetown has been awarded a $1,000,000 prize for use in implementing its winning idea, partnering
with residents to install solar panels and battery storage in their homes with the end goal of making
Georgetown the first energy independent community in the United States.

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 Schedule B
Proposal
Project Description:
Georgetown, TX: Making the energy grid both lower cost and more resilient with local renewable
energy.
The Problem
While the City of Georgetown (hereinafter, the “City”) is the first and largest city in Texas to secure 100
percent of its purchased power from renewable sources, there are concerns about cost uncertainty,
reliability, and safety related to transporting that energy over long distances.
The Idea
The City will become the first energy independent community in the country by partnering with
residents to install solar panels and battery storage at their homes.
Implementation Details
The City’s plan is organized into the following major work streams. Please note, specific deliverables
related to these milestones will be agreed upon in conjunction with the Foundation:
Work Stream 1: Equipment - install and support batteries and panels
Work Stream 2: Marketing and Sales - recruit new customers
Work Stream 3: Resource Management - warehouse space, daily operations, etc.
Work Stream 4: Communications - press releases and city council review
Detailed implementation plans, metrics, and budgets will be submitted on an annual basis and approved
by the Foundation. Once approved, amendments to the Agreement will reflect these milestones and
budgets and the City will be held accountable for meeting them.
Coordination with the Foundation
The City will coordinate with the Foundation and on the implementation of all aspects of the Project in
accordance with the Agreement. In particular, the City will:
Establish a Staffing Plan. The Project’s staffing plan will be created with, and approved by the
Foundation.
Employ a Qualified Full-Time Project Director. The Project Director will oversee the Project
implementation and be responsible for coordinating with the Foundation, its partners and consultants.
Document Learnings To Support Replication. The City will work with the Foundation, its partners and
its consultants to distill, document, and disseminate key project learnings so that the Project can be
adapted for other marketplaces.
Cooperate with the Foundation and its Consultants. The City shall cooperate with the Foundation on all
aspects of the Project including implementation, communications, reporting and evaluation activities.
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 Such cooperation shall include (but is not limited to) participating in monthly calls, periodic meetings
and site visits, providing information about the Project when requested, submitting timely reports, and
working with consultants to promote or assess the Project. Following the execution of the Agreement,
the City will work with the Foundation and its consultants to create detailed implementation plans and
budgets will guide all work moving forward. Implementation plans and budgets will be revisited on an
annual basis.
Promote the Project. The City shall work with the Foundation and its partners to maximize ongoing
media opportunities for the Mayors Challenge and its efforts. This shall include, but not be limited to:
a. Regular mention of the Mayors Challenge-winning Project and its work in social media, using
the Mayors Challenge hashtag (#mayorschallenge);
b. Monthly submission of at least four high-resolution images and/or videos related to the Mayors
Challenge work for use in social and other Bloomberg Philanthropies’ media;
c. Mayoral announcements about the Project Team’s work and the impact of the Project; and
d. Regular (at least semi-annual) public updates on progress of initiatives developed by the Mayors
Challenge Project and its impact on citizens.
Any press releases or other public materials should be shared with the Foundation at least 3 business
days in advance of publication for review and approval. Press releases concerning the City’s Mayors
Challenge Project are to include the following standard language:
“Georgetown was one of the winners of the 2018 Bloomberg Philanthropies Mayors Challenge, an ideas
competition that encourages cities to generate innovative ideas that solve major challenges and improve
city life – and have the potential to spread.”
Secure Necessary Funds to Implement and Sustain the Project. To the extent that the Grant from the
Foundation does not cover the full Project cost, the City will secure necessary sources of funds for
implementation of the Project and report to the Foundation on all fundraising milestones that are set in
the City’s implementation plan. Fundraising reports will include potential sources and progress towards
“fully funded.” Furthermore, if the Project is successful, the City is expected to sustain the Project
beyond the life of the Grant; the City will complete a sustainability plan, including what portion of the
budget will transition onto the public budget in the final year of the Grant, prior to receiving the final
payment.

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 Schedule 
Budget

0 be included in ?nal 

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Schedule D
Reporting Requirements
The Grantee will report on a semi-annual basis. All materials should be submitted together using, where
supplied, the templates provided by the Foundation.
Narrative Report
The Grantee will provide narrative updates on grant activities. Content of the report will be specified by
the Foundation prior to the reporting deadline. The update can take the form of a brief (approximately
five-page) memo.
Interest in Replication
The Grantee will track and list inquiries from cities and other parties interested in replicating, or learning
more about, the Project using a template to be supplied by the Foundation. The Grantee will share
lessons on a semi-annual basis and coordinate with the Foundation on replication.
Media & Public Events
The Grantee will track and list media coverage, city announcements and participation in public events
using a template to be supplied by the Foundation.
Spending of Grant Funds
The Grantee will provide a high-level summary of spending of grant funds using a template to be
supplied by the Foundation.
Metrics and Measurement
The Grantee will provide updates on key quantitative results and measures using a template to be
supplied by the Foundation.
Mayoral Calls
The Grantee will organize 2 calls each year between the Mayor and Foundation. The calls will focus on
the status of the Project.
Fundraising
To the extent that the grant from the Foundation does not cover the full project cost, the Grantee will
secure necessary sources of funds for implementation of the project and report to the Foundation on all
fundraising milestones that are set in the Grantee’s implementation plan.

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 Schedule E
Modified Creative Commons Attribution ShareAlike 4.0 International Public License
By exercising the Licensed Rights (defined below), You accept and agree to be bound by the terms and
conditions of this modified Creative Commons Attribution ShareAlike 4.0 International Public License
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the Licensed Rights in consideration of Your acceptance of these terms and conditions, and the Licensor
grants You such rights in consideration of benefits the Licensor receives from making the Licensed
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Section 1 – Definitions.
a. Adapted Material means material subject to IP Rights that is derived from or based upon the
Licensed Material and in which the Licensed Material is translated, altered, arranged,
transformed, or otherwise modified in a manner requiring permission under the IP Rights held by
the Licensor. For purposes of this Public License, where the Licensed Material is a musical
work, performance, or sound recording, Adapted Material is always produced where the
Licensed Material is synched in timed relation with a moving image.
b. Adapter's License means the license You apply to Your IP Rights in Your contributions to
Adapted Material in accordance with the terms and conditions of this Public License.
c. IP Rights means all intellectual property rights recognized under applicable law, including
without limitation, patent, trademark, trade secret, copyright, and/or similar rights closely related
to copyright including, without limitation, performance, broadcast, sound recording, preexisting
patent rights and Sui Generis Database Rights, without regard to how the rights are labeled or
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not IP Rights granted to You by Licensor under this Public License.
d. Effective Technological Measures means those measures that, in the absence of proper
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g. Licensed Material means the artistic or literary work, database, or other material to which the
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h. Licensed Rights means the rights granted to You subject to the terms and conditions of this
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and that the Licensor has authority to license.
i. Licensor means the individual(s) or entity(ies) granting rights under this Public License.

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 j. Share means to provide material to the public by any means or process that requires permission
under the Licensed Rights, such as reproduction, public display, public performance,
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k. Sui Generis Database Rights means rights other than copyright resulting from Directive
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l. You means the individual or entity exercising the Licensed Rights under this Public
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1. Subject to the terms and conditions of this Public License, the Licensor hereby grants
You a worldwide, royalty-free, non-sublicensable, non-exclusive, irrevocable license to
exercise the Licensed Rights in the Licensed Material to:
A. reproduce and Share the Licensed Material, in whole or in part; and
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2. Exceptions and Limitations. For the avoidance of doubt, where Exceptions and
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to comply with its terms and conditions.
3. Term. The term of this Public License is specified in Section 6(a).
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Licensed Rights under the terms and conditions of this Public License.

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 B. Additional Offer from the Licensor – Adapted Material. Every recipient of
Adapted Material from You automatically receives an offer from the Licensor to
exercise the Licensed Rights in the Adapted Material under the conditions of the
Adapter’s License You apply.
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to, the Licensed Material if doing so restricts exercise of the Licensed Rights by
any recipient of the Licensed Material.
6. No Endorsement. Nothing in this Public License constitutes or may be construed as
permission to assert or imply that You are, or that Your use of the Licensed Material is,
connected with, or sponsored, endorsed, or granted official status by, the Licensor or
others designated to receive attribution as provided in Section 3(a)(1)(A)(i).
b. Other Rights.
1. Moral rights, such as the right of integrity, are not licensed under this Public License, nor
are publicity, privacy, and/or other similar personality rights; however, to the extent
possible, the Licensor waives and/or agrees not to assert any such rights held by the
Licensor to the limited extent necessary to allow You to exercise the Licensed Rights, but
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2. Trademark rights are not licensed under this Public License.
3. To the extent possible, the Licensor waives any right to collect royalties from You for the
exercise of the Licensed Rights, whether directly or through a collecting society under
any voluntary or waivable statutory or compulsory licensing scheme. In all other cases
the Licensor expressly reserves any right to collect such royalties.
Section 3 – License Conditions.
Your exercise of the Licensed Rights is expressly made subject to the following
conditions.
a. Attribution.
1. If You Share the Licensed Material (including in modified form), You must:
A. Retain the following with the Licensed Material:
i.

identification of the creator(s) of the Licensed Material and any others
designated to receive attribution, in any reasonable manner requested by
the Licensor (including by pseudonym if designated);

ii.

a copyright notice;

iii.

a notice that refers to this Public License;

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 iv.

a notice that refers to the disclaimer of warranties; and

v.

a URL or hyperlink to the Licensed Material to the extent reasonably
practicable.

B. Indicate if You modified the Licensed Material and retain an indication of any
previous modifications; and
C. Indicate the Licensed Material is licensed under this Public License, and include
the text of, or the URL or hyperlink to, this Public License.
2. You may satisfy the conditions in Section 3(a)(1) in any reasonable manner based on the
medium, means, and context in which You Share the Licensed Material. For example, it
may be reasonable to satisfy the conditions by providing a URL or hyperlink to a
resource that includes the required information.
3. If requested by the Licensor, You must remove any of the information required by
Section 3(a)(1)(A) to the extent reasonably practicable.
b. ShareAlike.
In addition to the conditions in Section 3(a), if You Share Adapted Material You produce,
the following conditions also apply.
1. The Adapter’s License You apply must be this Modified Creative Commons Attribution
ShareAlike 4.0 International Public License, this version or later.
2. You must include the text of, or the URL or hyperlink to, the Adapter's License You
apply. You may satisfy this condition in any reasonable manner based on the medium,
means, and context in which You Share Adapted Material.
3. You may not offer or impose any additional or different terms or conditions on, or apply
any Effective Technological Measures to, Adapted Material that restrict exercise of the
rights granted under the Adapter's License You apply.
c. Patents and Proprietary Rights. You agree that neither you nor your affiliates will file any
patent or other intellectual property applications or otherwise seek or acquire (including any
exclusive licenses) any patent or other proprietary rights purporting to cover the Licensed
Material or any derivative works of the Licensed Material.

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 Section 4 – Sui Generis Database Rights.
Where the Licensed Rights include Sui Generis Database Rights that apply to Your use of
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a. for the avoidance of doubt, Section 2(a)(1) grants You the right to extract, reuse, reproduce, and
Share all or a substantial portion of the contents of the database;
b. if You include all or a substantial portion of the database contents in a database in which You
have Sui Generis Database Rights, then the database in which You have Sui Generis Database
Rights (but not its individual contents) is Adapted Material, including for purposes of
Section 3(b); and
c. You must comply with the conditions in Section 3(a) if You Share all or a substantial portion of
the contents of the database.
For the avoidance of doubt, this Section 4 supplements and does not replace Your
obligations under this Public License where the Licensed Rights include other IP Rights.
Section 5 – Disclaimer of Warranties and Limitation of Liability.
a. Unless otherwise separately undertaken by the Licensor, to the extent possible, the
Licensor offers the Licensed Material as-is and as-available, and makes no representations
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Section 6 – Term and Termination.
a. This Public License applies for the term of the IP Rights licensed here. However, if You fail to
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b. Where Your right to use the Licensed Material has terminated under Section 6(a), it reinstates:

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 1. automatically as of the date the violation is cured, provided it is cured within 30 days of
Your discovery of the violation; or
2. upon express reinstatement by the Licensor.
For the avoidance of doubt, this Section 6(b) does not affect any right the Licensor may
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c. For the avoidance of doubt, the Licensor may also offer the Licensed Material under separate
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