FISCAL SPONSORSHIP AGREEMENT

This FISCAL SPONSORSHIP AGREEMENT (the “Agreement”), dated as of

October 1, 2022 (the “Effective Date”), is made by and between New Politics Leadership
Academy (the “Fiscal Sponsor”), a nonprofit qualified as exempt from federal income tax under
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), and
American Mainstream Policy Leadership Institute (“AMPLI,” “Project”), a project engaged in
charitable activities within the meaning of Section 501(c)(3) of the Code. The Fiscal Sponsor and
the Project are each, a “Party” and collectively, the “Parties.”

RECITALS

WHEREAS, the Fiscal Sponsor has determined that AMPLI’s activities described
in Exhibit A (the “Project”) will further the charitable goals of the Fiscal Sponsor and has agreed
to act as the fiscal sponsor of the Project by receiving assets and incurring liabilities identified
for the purposes of the Project and using them to pursue those purposes.

WHEREAS, AMPLI desires to oversee the Project on behalf of Fiscal Sponsor,

subject to Fiscal Sponsor’s discretion and control.

NOW, THEREFORE, for good and valuable consideration, the receipt, adequacy
and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. Term. On the Effective Date, Fiscal Sponsor shall assume operation of the
Project, which shall continue in effect unless and until terminated as provided herein.

2. Project Activities. All programs, fundraising events, processing and

acknowledgment of cash and noncash revenue items, accounts payable and receivable, negotiation
of leases and contracts, disbursement of Project funds (including grants), and other activities
conducted by the Project shall be the ultimate responsibility of the Fiscal Sponsor and shall be
conducted in the name of the Fiscal Sponsor, beginning on the Effective Date. The Fiscal
Sponsor must approve and sign all legally-binding agreements for the Project, including but
not limited to contracts and grants, and may make any changes required by their internal
procedures or legal guidance. The Fiscal Sponsor will send all required acknowledgments to
donors of tax-deductible contributions and will submit all required grant reports for the Project.

a. Unless otherwise agreed to by the Parties, and subject to their consent, all
personnel to be compensated by the Project shall become at-will employees of the Fiscal Sponsor
on the Effective Date and shall be subject to the same personnel policies and benefits as are
required by law to apply to all employees of Fiscal Sponsor. If properly classified, others may
work on the Project as independent contractors pursuant to a written service agreement. All
Project personnel shall abide by the policies of Fiscal Sponsor attached as Exhibit B, which
Fiscal Sponsor may amend from time to time with advance written notice to AMPLI.
 b. Unless otherwise agreed to by the Parties, any tangible or intangible property,
including intellectual property, such as copyrights, obtained from third parties or created in
connection with the Project shall be the property of the Fiscal Sponsor for the duration of this
Agreement, held for the charitable purposes of the Project.

c. Both AMPLI and the Fiscal Sponsor may solicit gifts, contributions, and
grants to the Fiscal Sponsor identified as in support of the purposes of the Project. All
fundraising materials shall include an express disclosure of the Fiscal Sponsor’s variance power.
All grant agreements, pledges, or other commitments with funding sources to support the Project
shall be executed by the Fiscal Sponsor.

3. Sponsorship Fund/Variance Power. Beginning on the Effective Date, the

Fiscal Sponsor shall place all gifts, grants, contributions, and other revenues received by the
Fiscal Sponsor (“Donations”) for the purposes of the Project into a Sponsorship Fund to be used
for the sole benefit of the Project's mission (the “Sponsorship Fund”) as that mission may be
defined by AMPLI from time to time with the approval of the Fiscal Sponsor. Neither Party shall
spend or otherwise obligate the Fiscal Sponsor to pay for an amount or amounts exceeding the
balance in the Sponsorship Fund, nor shall either Party authorize or permit anyone to do so. The
Fiscal Sponsor retains the unilateral right to spend such funds so as to accomplish the purposes
of the Project as nearly as possible within the Fiscal Sponsor's sole judgment, subject to any
more specific donor-imposed restrictions, on the charitable use of such assets. The Parties agree
that all money and the fair market value of all property in the Sponsorship Fund be reported as
the income of the Fiscal Sponsor on the Fiscal Sponsor's financial statements and tax returns. It
is the intent of the Parties that this Agreement be interpreted to provide the Fiscal Sponsor with
variance powers necessary to enable the Fiscal Sponsor to treat the Sponsorship Fund as the
Fiscal Sponsor’s assets in accordance with Accounting Standards Codification (ASC) paragraphs
ASC 958-605-25-25 and -26, formerly expressed in Statement No. 136 issued by the Financial
Accounting Standards Board (FASB). Because the Sponsorship Fund is held under the charitable
trust doctrine for the purposes of the Project as understood by and with funding sources, the
Parties intend that assets in the Sponsorship Fund are not subject to the claims of any creditor or
to legal process resulting from activities of the Fiscal Sponsor unrelated to the Project.

4. Charitable Purposes.

a. All Donations received by the Fiscal Sponsor under the terms of this Agreement shall be
devoted to the purposes of the Project, within the tax-exempt purposes of the Fiscal
Sponsor. Expenditures for any attempt to influence legislation within the meaning of
Code Section 501(c)(3) shall be subject to limitations imposed by the Fiscal Sponsor. The
Fiscal Sponsor shall not use any Donations to participate or intervene in any political
campaign on behalf of or in opposition to any candidate for public office, to induce or
encourage violations of law or public policy, to cause any private inurement or improper
private benefit to occur, nor to take any other action inconsistent with Code Section
501(c)(3).

Project agrees to comply with any written request by Fiscal Sponsor that it cease
activities which might jeopardize Fiscal Sponsor’s tax-exempt status, and further agrees

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 that Fiscal Sponsor’s obligation to make grant funds available may be suspended in the
event that Project fails to comply with any such request.

b. Without limiting the generality of the foregoing, no amount granted by Fiscal Sponsor to
Project may be, unless specifically requested and approved by Fiscal Sponsor,
expended to:

i. Engage in any activities regarding candidates or ballot measures that:

1. Are regulated by or reportable under federal, state, or local

campaign finance law, including as an “expenditure”, an
“independent expenditure”, or an “electioneering communication”
as defined by the Federal Election Campaign Act (52 U.S.C. §
30101, et. seq.) and related Federal Election Commission
regulations (or similar state or local law), or

2. Would be considered “partisan intervention” by the Internal

Revenue Service for a 501(c)(3) organization;

ii. Engage in direct or grassroots lobbying of federal, state, or local officials;

iii. Induce or encourage violations of law or public policy;

iv. Cause any private inurement or improper private benefit to occur; nor to

v. Take any other action inconsistent with Fiscal Sponsor’s tax-exempt status
under section 501(c)(3) of the Internal Revenue Code.

c. Compliance with Fiscal Sponsor’s Legal Obligations. Project will at all times comply
with Fiscal Sponsor’s internal vetting and reporting requirements, and with guidance
from Fiscal Sponsor’s legal counsel.

d. Indemnity. Project agrees to indemnify and hold harmless Fiscal Sponsor, its affiliated
organizations, and their directors, officers, employees, agents, and affiliates from and
against any and all rights, claims, demands, causes of action, losses, liabilities,
obligations, damages, and expenses (including reasonable attorneys’ fees and expenses),
which they may incur or be obligated to pay in any action, claim, or proceeding by any
third party against them or any of them, for or by reason of any breach by Project, or any
of its employees, volunteers, contractors, representatives, or agents, of any of the
representations, warranties, covenants or obligations made by Project in this Agreement,
or any negligent acts or negligent omissions of Project, its employees, volunteers,
contractors, representatives, or agents (including but not limited to staff members) in
connection with the use of Donations.

5. Administrative Charges. For the performance of the services described

herein, the Fiscal Sponsor shall charge an administrative fee against the Sponsorship Fund in an
amount equal to 3% of Donations received each calendar quarter, or such other amount as is

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agreed upon by the Parties. The Fiscal Sponsor will provide the AMPLI liaison(s) with quarterly
reports detailing cash on hand in the Sponsorship Fund and a statement of the financial position
of the Project.

6. Termination. Either Party may terminate this Agreement upon 30 days’

written notice to the other Party (the “Notice Period”). Upon termination of this Agreement for
any reason:

a. AMPLI shall identify a successor nonprofit organization which is tax-

exempt under Section 501(c)(3) of the Code and which is not classified as a private foundation
under Section 509(a) of the Code (“Successor”) that is willing and able to sponsor the Project.

b. If a Successor is identified, the Fiscal Sponsor shall deliver to the

Successor by the end of the Notice Period: (i) a full accounting showing all Donations collected,
all Project expenses paid, and all Donations held by it in the Sponsorship Fund or elsewhere
covering the period following the date of the last accounting furnished to AMPLI; (ii) the
balance of Donations in the Sponsorship Fund, together with any other assets held or liabilities
incurred by the Fiscal Sponsor in connection with the Project; (iii) any Donations received by the
Fiscal Sponsor after the date of the termination; and (iv) any materials, contracts, other
instruments and documents, and such other accounting papers and records as pertain to this
Agreement or the Project.

c. If no Successor is identified by the end of the Notice Period, the Fiscal

Sponsor may dispose of the Project’s Donations and liabilities upon the conclusion of the
Notice Period in any manner consistent with applicable tax and charitable trust laws.

7. AMPLI Liaison. AMPLI will designate one or more Project personnel to

serve as the day-to-day liaison(s) between AMPLI and the Fiscal Sponsor. The liaison(s) shall
make program, fundraising, and budget recommendations to the Fiscal Sponsor to ensure that the
Project’s mission is executed strategically and effectively. The Fiscal Sponsor shall give
significant weight to the recommendations of the Project liaison(s).

8. Miscellaneous.

a. This Agreement constitutes the only agreement, and supersedes all prior
agreements and understandings, both written and oral, among the Parties with respect to the
subject matter hereof. All Exhibits hereto are a material part of this with respect to the subject
matter hereof. All Exhibits hereto are a material part of this Agreement and are incorporated by
reference. This Agreement, including any Exhibits hereto, may not be amended or modified,
except in a writing signed by all Parties to this Agreement. This Agreement may be executed in
any number of counterparts, each of which shall be an original, but all of which together shall
constitute one instrument.

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 b. Any notice or other communication required or permitted hereunder shall
be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of
deposit in the mail, postage prepaid, addressed, to the last known address of the receiving Party.
Written notice may be delivered via electronic mail using the following e-mail addresses: if to
Fiscal Sponsor, to Emily Cherniack, emily@newpoliticsacademy.org; and if to AMPLI, to
Congressman Steve Israel, repsteveisrael@gmail.com.

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 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.

NEW POLITICS LEADERSHIP AMERICAN MAINSTREAM

ACADEMY: POLICY LEADERSHIP
INSTITUTE:

By:_________________________ By:__________________________

Name: Emily Cherniack Name:_______________________

Title:__CEO_________ Title:________________________

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 Exhibit A: Project Description

THE MISSION:

1- To develop and support a talent pipeline of public servants committed to sustaining democratic
norms and evidenced-based public policies.
2- Provide paid fellowships for a diverse cadre of public policy leaders experimenting with
innovations in messaging and mobilizing citizens around common-sense ideas.
3- AMPLI places priority on federal policies but will consider emergent state and local leaders
where appropriate.

CRITERIA FOR FELLOWS:

• Diversity;

• Geographic breadth in suburban and rural regions;

• Proven practical experience as prominent thought leaders with a commitment to innovative

mainstream policy ideas.

• Nonpartisan

ORGANIZATION:

• Ten paid fellowships for selected candidates who:

o Lost elections but intend to remain public advocates for mainstream American policies;
o Have not yet run for federal office but are considering doing so in the future.
• Fellowships will begin in January 2023 and are scheduled to end in December 2023; or upon
announcing a candidacy prior to December 2023.
• Fellowships are an investment in exceptional leadership talent akin to a MacArthur fellowship in
which participants have the flexibility to take their own approaches to messaging about
mainstream American politics.
• Fellows will be required to actively communicate – in person, online, in the press – about
mainstream policies with resonance in their regions.
• Fellows will be required to:
1- Participate in one orientation dinner in December/January and two additional in-person
sessions with their cohorts. These sessions will be held in Washington; all expenses will be
paid.
2- Participate in a monthly strategy discussion with their cohorts to share what they are learning.
3- Submit written reflections for a quarterly report that the AMPLI will disseminate to
influencers and advocates of mainstream policies in America.
4- Participate in an occasional focus group and work sessions for messaging mainstream
policies.
5- Agree not to accept positions as registered lobbyists during the Fellowship.

PROCESS:

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 • APPLICATION: Candidates will be invited by the Chair. The application will be a memo of 1-2
pages in length articulating how they can use the fellowship to learn new best practices for
articulating mainstream policies in their region and what policy priorities they have.
• SELECTION: The Chair, Co-Chair and representatives of funders will review the applications
and provide advice and consent in the selection process.
• GOAL SETTING: Selectees will create specific goals based on their plan. Types of goals can
include media opportunities, social media engagement, organizing and coalition building events
and more. AMPLI is interested in the development of innovative mainstream strategies that will
address the climate crisis in politically competitive regions.
• LEARNING AND SUPPORT: Fellows will participate monthly in a virtual session called by the
Chair and Co-chair. There will be a one-time meeting in person in December or January to orient
Fellows and kick-off the program.

LEADERSHIP:

• The Chair and Co-chair will recruit members and facilitate the monthly calls and December
orientation, as well as provide the vision and editorial input on the quarterly reports.
• The Chair and Co-chair will promote the quarterly report with policymakers and the media.
• A Staff Assistant will oversee onboarding and administration of the program, logistics of
monthly sessions, reporting and accountability by Fellows, production of the quarterly report,
etc.

MEASURES OF PERFORMANCE

• Collaboration: The collaboration of learning experiences as reflected in quarterly reports and

monthly meetings; including best practices about communicating, organizing and building
infrastructure in suburban, exurban and rural opinion markets.
• Consultation: Feedback from Fellows on bridging mainstream policy recommendations by
public intellectuals and opinion leaders with practical applications.

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Exhibit B: Sponsorship Policies

[Attach personnel policies]

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