USTA Foundation IncorporatedRequest for Proposal

February 16, 2016

Contents1. USTA Foundation Incorporated Overview2. Project Summary3. RFP Terms and Overview4. Timing5. Organizational Information and Proposal6. Appendix A

a. Non-Disclosure Agreement b. Supplier Diversity Information Sheet

1. USTA Foundation Incorporated OverviewThe USTA Foundation Incorporated (USTA Foundation) is the charitable arm of the United States Tennis Association (USTA), which is the national governing body of tennis in the U.S. The mission of the USTA Foundation is to bring tennis and education together to change lives. Through a national network of organizations—National Junior Tennis and Learning—the USTA Foundation is able to make an impact and continue the legacy of NJTL’s co-founders Arthur Ashe, Charles Pasarell and Sheridan Snyder.

In 1969, they envisioned a world where every child, especially under-resourced youth, had the opportunity to succeed. Tennis was seen as the hook by which to engage children in order to build confidence and character, develop a love for learning and instill the desire to graduate college to lead productive lives and fulfill their dreams.

The USTA Foundation is serving up dreams through the national network that combines tennis with education to help change the lives of under-resourced youth. The USTA Foundation’s efforts also extend to supporting tennis programming for individuals with disabilities and our military heroes. Through financial grants and scholarships, the USTA Foundation has positively impacted hundreds of thousands of lives since its inception, in total over the years awarding more than $21 million in grants and scholarships, and providing benefits to thousands of adults and children through tennis related programming and education.

2. Project SummaryThe USTA Foundation seeks a grant writer to help fill an existing gap in staff capacity to generate additional grant revenue. With a focus on national foundations and corporations, the

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USTA Foundation currently submits six to ten grant proposals per annum. Given our long-standing history with many existing funders and our ability to sustain existing relationships, the USTA Foundation typically has a 70%-80% success rate for any given year. While this success is considerable, our ability to generate additional revenue from additional sources is curtailed by the existing demand for attention to other equally important projects. The USTA Foundation expects that this year’s effort to enhance grant writing by allocating additional resources (both labor and funding) will result in an increase in the number of proposal submitted and secured. This proposal should be four pages or less and designed to continue the upward trajectory of grant writing by addressing the following needs:

Conduct grant prospect research in the areas of health; STEM/STEAM; sports and recreation; education and tennis, which includes:

o A minimum of five potential foundation, corporate or government opportunities per month

o An electronic grant prospect tracking tool that is regularly maintained Work with USTA Foundation staff to:

o Determine priority proposals and timelines for submissiono Track proposal status and completion of deliverables o Provide necessary information for grant delivery and reporting

Write two to three grant proposals monthly for submission to various foundation, corporate or government agencies and/or opportunities:

o Work with USTA Foundation staff to revise and refine proposals before final submission

o Submit proposals to various foundation, corporate or government agencies using their required process and within the established USTA Foundation process

3. RFP Terms and OverviewAll timely received responses will be considered. Any responses not received by the Cut-Off Date, as defined below, will be returned unopened. The most important factors in responding are timeliness, accuracy, level of detail, and candor. Guidelines for submitting reply:

Responses should be clear and concise, describing your company’s abilities to meet the requirements of this RFP. The respondent must explain its reasoning for declining to respond to or comply with any request(s) made.

All responses/proposals become the property of the USTA Foundation and shall remain valid for a period of six months from the date of submission.

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General Terms

Confidentiality and OwnershipInformation presented in this RFP, as well as the information provided or disclosed in subsequent meetings or conversations related to this RFP, is proprietary and confidential to the USTA Foundation and cannot be reproduced or distributed externally by any person or party other than the USTA Foundation. The RFP and any related information must be destroyed upon termination of the RFP process. A certification of destruction will be requested within five business days of notification of de-selection.

PublicityA respondent to this RFP (“Respondent”) shall not publish or use any advertising, sales, promotional, press release, or publicity materials, wherein the name or trademark of the USTA Foundation is used or language is employed from which the connection of said name or mark could be inferred or implied without prior written approval of the USTA Foundation, which approval can be denied on any or no grounds.

Proposal OwnershipAll proposals received in response to this RFP become the property of the USTA Foundation and will not be returned.

Cost of Proposal ProcessThe USTA Foundation will not pay for any proposal generation effort or demonstration in conjunction with responses to this RFP.

Right Not to AwardThe issuance of this RFP does not obligate the USTA Foundation to negotiate, enter into any contract, or to undertake any financial obligations related to the requirements referred to herein. The USTA Foundation reserves all rights, including without limitation the right to reject any quotation(s) received, not to award a contract, award one or more contracts, or reject without consideration proposals that arrive late. Proposals referencing terms and conditions other than the terms and conditions included herein may be rejected as being non-responsive.

Right to Cancel RFPThe USTA Foundation reserves the right to cancel the RFP process at any time at no cost and with no obligation upon the USTA Foundation.

Right to NegotiatePricing and other terms offered in the Proposals returned in response to this RFP may or may not be considered final at the option of the USTA Foundation. The USTA Foundation reserves the right to further negotiate an agreement.

Proposal Expiration

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Proposals should expressly state that the offer will remain in effect until agreement is reached. This includes all fee quotations submitted in response to the RFP, as well as the scope and character of the services described in the proposal.

Award of ServicesUSTA Foundation reserves the right to consider all elements, in addition to cost, in the assessment of a respondent and is not obligated in any way to select any bid. Prior to the contract award, USTA Foundation reserves the right to request additional information from any potential vendor. Any additional requested information, oral or written, will become part of respondent’s quote. USTA Foundation has no obligation to disclose how proposals were assessed. Where applicable, the final determination of services to be provided by the selected respondent shall be at the sole discretion of the USTA Foundation. The selected respondent shall be required to enter into written contracts with the USTA Foundation in a form or forms approved by legal counsel for the USTA Foundation. No decision is binding until and unless USTA Foundation and the selected respondent sign an agreement provided by USTA Foundation.

Contract TermsThe USTA Foundation will negotiate contract terms upon selection. All contracts are subject to review by USTA Foundation legal counsel, and a project will be awarded upon signing of an agreement or contract, which outlines terms, scope, budget and other necessary items. The USTA Foundation, requires the following provisions in their agreements:

All agreements will contain an arbitration clause before the American Arbitration Association (“AAA”) for resolution of any dispute.

All agreements as well as the arbitration shall be governed and construed in accordance with the laws of the State of New York, without regard to its conflicts of law provisions.

All agreements require an insurance provision with the following minimum primary insurance (i) Commercial General Liability Insurance for contractors, having a combined limit of at least $1,000,000 each occurrence; and (ii) Workers' Compensation, Employers Liability Insurance and all other insurance coverage of similar character applicable or relating to the employment of supplier's/vendor’s officers, employees, servants, agents or subcontractors as required under applicable law.

All agreements require an indemnification and hold harmless provision. All agreements require a non-discrimination clause.

4. TimingThe following schedule outlines key milestones of the RFP process:February 16, 2016 USTA Foundation RFP is issuedFebruary 26, 2016 Respondents provide proposals to USTA FoundationFebruary 29, 2016 USTA Foundation selects finalists and schedules meetings with selected

respondents March 7, 2016 USTA Foundation decision is communicated to Respondents

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The price you quote should be inclusive. If your price excludes certain fees or charges, you must provide a detailed list of excluded fees with a complete explanation of the nature of those fees.

If the execution of work to be performed by your company requires the hiring of sub-contractors you must clearly state this in your proposal. Sub-contractors and/or type of sub-contractors must be identified and the work they will perform must be defined. In your proposal please provide the name, address, and EIN of the sub-contractor where applicable. The USTA Foundation will not refuse a proposal based upon the use of sub-contractors; however, we retain the right to refuse the sub-contractors you have selected. Also please describe the process that you follow for selecting any sub-contractors.

Provisions of this RFP and the contents of the successful responses are considered available for inclusion in final contractual obligations.

RFP Response SubmissionUSTA Foundation will work with the designated representative from each finalist to coordinate a meeting for the responder to present its proposal to USTA Foundation reviewers. These meetings will take place at a confirmed time beginning February 29, 2016.

Organization Information and ProposalIn order to demonstrate Responder’s ability to be a strategic partner, please provide responses to the following information requests and questions, which address Responder’s company’s operations, organization and structure:1. Please describe the nature of all of Responder’s business operations (e.g. major clients,

major markets served, company history, etc.)2. Describe any significant strategic changes Responder has undertaken in recent years, such

as businesses acquired or divested, reorganizations, and major initiatives undertaken. 3. Detail the experience Responder has working with corporate foundations.4. For informational purposes only, please indicate:

Whether your company qualifies as any of the following:CorporationPartnershipProprietorshipIndividualWomen OwnedSmall Business OwnedMinority OwnedVeteran OwnedLGBT Owned

All responses will be considered equally and fairly. Any diverse vendor (i.e. one that is minority, woman, veteran or LGBT owned) is asked to complete the Supplier Diversity Information Sheet at the end of this document and submit it with a copy of their diversity certification (or DD-214 form for veteran-owner business) with the proposal.

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FinancialsProvide the last three years annual report, 10-K filing and other financial information, which helps illustrate Responder’s financial stability and ability to sufficiently fulfill the terms of any potential agreement with the USTA Foundation.

Approach & StrategyIn this section you should outline your general approach and process for this engagement, including the roles and responsibilities of the team that will be involved and the final deliverables that will be provided. Explain how the project will be managed and coordinated with the USTA Foundation, including what roles and associated skills are required by the Foundation to successfully work with your team of resources.

Schedule and CostsProvide a schedule identifying key milestones leading to project completion, as well as the cost for this engagement. Please be sure to include key deliverables the USTA Foundation must provide to ensure that schedule dates are met.

Contact Information and ReferencesPlease provide the following information for three to five Responder’s current and and/or former major/related accounts. Please include only those contacts, which Responder authorizes the USTA Foundation to contact.

Firm and Contact NameAddressCity, State, ZipPhone & Fax NumbersE-mail address

Value Added ServicesDescribe any relevant “value added” services your company provides that the USTA should consider in the evaluation process that have not been included.

Submission of RFPRespond with your complete proposal by the deadline of February 26, 2016.Provide three copies of your proposal on a USB flash drive or via an e-mail attachment in Microsoft Word document format.

Proposals must be submitted to:Tanya A. Hills, D.H.Ed., Evaluation ManagerUSTA Foundation Incorporated70 West Red Oak Lane White Plains, NY 10604 thills@usta.com

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All proposals must be received by 3:00 pm Eastern time on February 26, 2016. No extensions will be granted under any circumstances. Recognize that all serious bids will be sincerely reviewed and considered. All responses will be treated fairly and fully. We look forward to receiving your response.

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ATTACHMENT A

MUTUAL CONFIDENTIALITY AND LIMITED USE AGREEMENT

This Mutual Confidentiality and Limited Use Agreement (“Agreement”) is entered into between USTA Foundation Incorporated (the “Company”) with its principal offices at 70 West red Oak lane, White Plains New York 10604 and [Insert Corporate Name), a [Insert State] corporation (“[Insert Name]”) with its principal offices at [Insert Address] and is effective as of [Insert Date] (“Effective Date”). Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) may disclose certain Confidential Information (as defined in Section 1 below) under this Agreement to the Receiving Party. Company and [INSERT NAME] agree as follows:

1. Definition. “Confidential Information” shall mean (i) all information disclosed in tangible form (including electronic media) by the Disclosing Party, or (ii) all information disclosed orally or otherwise in intangible form by the Disclosing Party. Confidential Information may include, without limitation, computer programs, code, algorithms, names and expertise of employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics, designs, drawings, test data, trade secrets, techniques and other technical, business, financial and product development plans, forecasts, strategies and information related to the current, future and proposed business, products and services of the Disclosing Party, and its suppliers, customers and prospective customers, and includes, without limitation, information concerning development, design details and specifications, engineering, customer lists and information, business forecasts, funding, and marketing plans and any other similar information or data which is disclosed to the Receiving Party or to which the Receiving Party otherwise gains access as a result of performing its obligations under the agreement governing the business relationship of the parties.

2. Purpose and Limited Use. The Receiving Party shall use the Confidential Information solely for the following purposes: (i) to evaluate whether to enter into a contemplated business relationship with [INSERT NAME] and/or a [INSERT NAME] client that has appointed [INSERT NAME] as its Agent to manage a competitive bidding process among potential suppliers of services; and, (ii) if Company and [INSERT NAME] enter into such contemplated business relationship, to fulfill each party’s commitments under the agreement for such business relationship, in the manner and to the extent specified in such agreement.

3. Confidentiality Obligation. The Receiving Party agrees to protect the Confidential Information by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Confidential Information as the Receiving Party uses to protect its own confidential or proprietary information of a like nature. The Receiving Party shall limit the use of and access to the Disclosing Party’s Confidential Information to the Receiving Party’s employees or

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independent contractors who need to know such Confidential Information for the purpose set forth in Section 2 above and who have entered into binding obligations of confidentiality, non-disclosure and limited use substantially similar to the obligations set forth herein.

4. Term. Subject to paragraph 5 below, the Receiving Party’s obligations to protect such Confidential Information shall be perpetual.

5. Exclusions. Confidential Information as defined in Section 1 above shall not include Confidential Information that: (i) is or becomes a matter of public knowledge through no fault of the Receiving Party; or (ii) was in the Receiving Party’s possession or known by it prior to receipt from the Disclosing Party; or (iii) was rightfully disclosed to the Receiving Party by another person without restriction; or, (iv) is independently developed by the Receiving Party without use of any such Confidential Information. The Receiving Party may disclose Confidential Information pursuant to any statutory or regulatory authority or court order, provided the Disclosing Party is given prompt written notice of such requirement and the scope of such disclosure is limited to the extent possible.

6. Return of Confidential Information. Upon written request by the Disclosing Party at any time, the Receiving Party shall: (i) turn over to the Disclosing Party all tangible Confidential Information of the Disclosing Party, all documents or media containing the Confidential Information, and any and all copies or extracts thereof; or, (ii) destroy the tangible Confidential Information, and any and all copies or extracts thereof, and provide the Disclosing Party with written certification of such destruction signed by an authorized representative of the Receiving Party.

7. Equitable Relief. The Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing Party’s Confidential Information, there may be no adequate remedy at law for any breach of its obligations. The Receiving Party further acknowledges that any such breach may allow the Receiving Party or third parties to unfairly compete with the Disclosing Party resulting in irreparable harm to the Disclosing Party and, therefore, that upon any such breach or any threat thereof, the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever remedies it may have at law. The Receiving Party will notify the Disclosing Party in writing immediately upon the occurrence of any such unauthorized release or other breach.

8. Intellectual Property Rights. Neither party acquires any intellectual property rights under this Agreement or through any disclosure hereunder, except the limited right to use such Confidential Information in accordance with this Agreement.

9. Warranty. The Confidential Information disclosed under this Agreement is delivered “AS IS,” and all representations or warranties, whether express or implied, including

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warranties or conditions for fitness for a particular purpose, merchantability, title and non-infringement are hereby disclaimed.

10. General. This Agreement supersedes all prior discussions and writings with respect to the subject matter hereof, and constitutes the entire agreement between the parties with respect to the subject hereof. This Agreement is effective upon the date first written above or upon the date when Confidential Information is first disclosed, whichever occurs first. No waiver or modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of each party and no failure or delay in enforcing any right will be deemed a waiver. The parties understand that nothing herein requires either party to proceed with any proposed transaction or relationship in connection with which Confidential Information may be disclosed. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, the remaining portions hereof shall remain in full force and effect. This Agreement shall be governed by the laws of the State of New York without regard to conflicts of laws provisions thereof. The headings to the Sections of this Agreement are included merely for reference and shall not affect the meaning of the language included therein. This Agreement is written in the English language only, which language shall be controlling in all respects.

By: [Insert Corporate Name] By: USTA Foundation IncorporatedSignature: Signature: Name and Title: Name and Title: Dan Faber, in his capacity as

Executive OfficerDate: Date:

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ATTACHMENT B

SUPPLIER DIVERSITY INFORMATION SHEET

Please submit the following information to assist us in our tracking and reporting.

Type of Business: ______________________________________________________

Company Name: _______________________________________________________

Mailing Address: _______________________________________________________

City: _____________________ State: ______________ Zip: ______________________

Telephone: ( ) ______________________ Fax: ( ) __________________________

Contact Person: _________________________________________________________

Title: _____________________________ Email Address: _______________________

BUSINESS/DIVERSITY INFORMATION: CIRCLE ALL THAT APPLY

Corporation Partnership Individual Other (Please indicate):____________

Hispanic/Latino African American Asian Indian Asian Pacific

Native American Woman Owned LGBT Veteran OwnedPlease attach DD-214 discharge forms

Minority Owned Business: A business that is 51% owned, managed and controlled by one or more of the following groups: African Americans, Hispanic/Latino Americans, Native Americans, Asian Pacific Americans, Asian Indian Americans.

Woman Owned Business: A business entity, which is at least 51%, owned, managed and controlled by one or more women.

LGBT Owned Business: A business entity which is at least 51% owned, managed and controlled by one or more member of the LGBT community.

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Have you been certified by NMSDC, WBENC, NGLCC or a government agency as a minority, woman-owned or LGBT business? (Please circle) Yes No

**Please attach a copy of your certification documentation**

On behalf of the supplier identified herein, the undersigned certifies that all statements and answers to the questions listed above as true and correct.

Name of Authorized Representative (please print) Title

Signature of Authorized Representative Date

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