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HomeMy WebLinkAbout24253AGREEMENT INFORMATION AGREEMENT NUMBER 24253 NAME/TYPE OF AGREEMENT THELMA GIBSON HEALTH INITIATIVE, INC. DESCRIPTION ANTI -POVERTY INITIATIVE FUNDING AGREEMENT/PATHWAY TO JOBS THROUGH HOSPITALITY & CULTURE/FILE ID: 13007/R-23-0022/MATTER ID: 22-3279K/#48 EFFECTIVE DATE January 27, 2023 ATTESTED BY TODD B. HANNON ATTESTED DATE 1/27/2023 DATE RECEIVED FROM ISSUING DEPT. 2/2/2023 NOTE CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Office of Grants Administration DEPT. CONTACT PERSON: Malissa T. Sutherland EXT. 1005 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Thelma Gibson Health Initiative. Inc. IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES 0 NO TOTAL CONTRACT AMOUNT: $ 150,000 FUNDING INVOLVED? ✓❑ YES ❑ NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT E EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) API ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT PURPOSE OF ITEM (BRIEF SUMMARY); The attached API Agreement packet is being routed for review/signature. The API allocation from District 2 to Thelma Gibson Health Initiative. Inc. for $ I50.000 and does not require Commission approval. COMMISSION APPROVAL DATE: / / FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DEPARTMENTAL DIRECTOR 1/13i23 PRINT:LILLIAN BLONDET SIGNATURE: "L`_, t< ::'- SUBMITTED TO OFFICE OF MANAGEMENT AND BUDGET PRINT:MARIE GOUIN SIGNATURE: SUBMITTED TO RISK MANAGEMENT 6,N-NIARIP'AT4I.IXFI d by Gomez, Frank f ran _ lWREDate: 2023.01.13 14:43:12-05'00' Matter ID: 22-3279K SUBMITTED TO CITY ATTORNEY D.J.G.S 1/19/23 PRINT: VICTORIA MENDEZ SIG v-Z--� APPROVAL BY ASSISTANT CITY MANAGER \\U3)\l/7 PRI T:LA RI- RING SIGNAT RECEIVED BY CITY MANAGER 1'1 \\v3 PRINT: ARUV SIGNATU . / 1) ONE ORIGINAL TO CITY CLERK, 2) ONE COPY TO CITY ATTORNEY'S OFFICE, 3) REMAINING ORIGINAL(S) TO ORIGINATING DEPARTMENT PRINT: SIGNATURE: PRINT: SIGNATURE: PRINT: SIGNATURE: PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER J CITY OF 1YI.IAIVI ANTI-POVEI.R"I Y 1 NlT'.IAT[VE FUNDING AGREEMENT This ANTI -POVERTY .INITIATIVE AGE.ZE.ENIENT ("Agreement") is entered into this 0,2.74A day oE..„%y,..,/,5.fx. 20by and between the CITY OF MIAM.I, a municipal corporation of the State of Florida, located at 444 SW 2n`'Avenue, Miami, FL 33130 ("CITY"), and Thelma Gibson Health Initiative, Inc, a Florida not for profit corporation, located at 3646 Grand Avenue, Miami, FI 33133 ("RE<C.IPIENT"). The CITY and the RECIPIENT may each be referred to as a "Party" and may collectively be referred to as the "Parties." WHEREAS, the City created the Anti -Poverty Initiative ("API") to address poverty based on a strategy of focusing the provision of support towards the City's residents achieving self- sufficiency; and WHEREAS, the RECIPIENT submitted a Request for API Funding to the City; and WHEREAS, the CITY adopted Resolution No. R- 23 -0022 on January 12 , 2023 , wherein the CITY approved providing funds to the RECIPIENT in the not to. exceed amount of One Hundred Fifty Thousand dollars (150,000 .00) ("Funds"), attached and incorporated as Exhibit "A", as applicable; and WHEREAS, the CITY agrees to enter into this Agreement with the RECIPIENT to set forth the terms and conditions relating to the use of the Funds by the RECIPIENT. NOW, TI=EEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties agree as follows: TERMS I. RI:CIT'AI:,S: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 2. TERM: The term of this Agreement shallcommenceon January 12 .2023 and shall continue until January 12 2024. 3. GRANT OF FUNDS: Subject to the teens and conditions set forth herein and RECEIPIENT'S compliance with all of its obligations hereunder, the CITY hereby agrees to make available to the RECIPIENT the Funds to be used for the purpose(s), program(s), initiative(s), and activity(ies) (as defined in Exhibit "13"), and as disbursed in the manner hereinafter provided. Page 1 City of Miami API Funding Agreement Thelma Gibson Health Initiative, Inc. 4. USE OF FUNDS: The Funds shall be used by the RECIPIENT as described in the Scope of Work, attached and incorporated herein as Exhibit "B" and the Budget, attached and incorporated herein as Exhibit "C" submitted by the RECIPIENT to the CITY. DISBURSEMENT OF FUNDS: A. The CITY shall provide Funds to the RECIPIENT in the not to exceed amount of One Hundred Fifty Thousand dollars ($ 150,000 .00). B. Payment shall be made in accordance with the schedule as set forth in Composite Exhibit "D". C. The RECIPIENT shall provide the CI"I'Y with a City of Miami Request for Payment Form attached and incorporated as Composite Exhibit "D" prior to any disbursement of funds by the CITY. Prior to any disbursement of funds by the CITY the RECIPIENT will need to provide a valid and executed W9 form and completed City of Miami Supplier Direct Deposit (ACH) Authorization Form, as applicable. D. The RECIPIENT shall provide the CITY a Close -Out Report, in similar format as Exhibit "F", at the end of the program, summarizing the services, programs and/or activities described in the Scope of Work as Exhibit "B" and included in the Budget as Exhibit "C". 5. COMPLIANCE WITH POLICIES AND PROCEDURES: RECIPIENT understands that the use of' the Funds is subject to specific reporting, record keeping, administrative and contracting guidelines, audit, and other requirements affecting the activities being funded by the API Funds for the Scope of Work.. RECIPIENT covenants and agrees to comply with such requirements, and represents and warrants to the CITY that the Funds shall be used in accordance with all of the requirements, terms and conditions contained therein, as the same may be amended during the term hereof. Without limiting of the foregoing, RECIPIENT represents and warrants that it will comply with, and the Funds will be used in accordance with, all applicable federal, state, and local codes, laws, rules and regulations. 6. RECORDS, INSPECTIONS. REPORTS/AUDITS AND EVALUATION: To the extent required by law, the Inspection and Audit provisions set forth in Sections 18-101 and 18-102 of the Code of the City of Miami, Florida, as amended ("City Code"), are deemed as being incorporated by reference herein and additionally apply to this Agreement. The CITY shall have the right to conduct audits of RECIPIENT'S records pertaining to the Funds and that Page 2 City of Miami API funding Agreement Thelma Gibson Health Initiative, Inc. reasonable times, and for a period of up to three (3) years following the termination ofthis Agreement, audit, or cause to be audited, those books and records of the RECIPIENT which are related to RECIPIENT'S performance under this Agreement. RECIPIENT agrees to maintain all such books and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement. The CiTY may also, and the RECIPIENT shall permit, the CITY and other persons duly authorized by the CITY to inspect all Agreement records, facilities, goods, and activities of the RECIPIENT which are in any way connected to the activities undertaken pursuant to the terms of this Agreement, and/or interview any clients, employees, subcontractors or assignees of the RECIPIENT as requested by the CITY. At the request of the CITY, the RECIPIENT shall transmit to the CITY written statements of the RECIPIENT's official policies on specified issues relating to the RECIPIENT's activities. RECIPIENT understands, acknowledges, and agrees that: a) The CITY must meet certain record keeping and reporting requirements with regard to the Funds and that in order to enable the CITY to comply with its record keeping and reporting requirements, RECIPIENT shall maintain all records as required by the CITY; and b) At the C1TY's request, and no later than thirty (30) days thereafter, RECIPIENT shall deliver to the CITY such reports and written statements relating to the use of the Funds as the CITY may require from time to time; and c) All costs and expenses of the activities described in Exhibit "C" shall be at actual cost with no markups; and d) RECIPIENT'S failure to comply with these requirements or the receipt or discovery (by monitoring, evaluation, or audit) by the CITY of any inconsistent, incomplete, or inadequate information shall be grounds for the immediate termination of this Agreement by the CITY and the immediate reimbursement to the CITY of any and all funds or amounts disbursed pursuant to this Agreement. RECIPIENT represents and warrants to the City that: (i) it possesses all qualifications, licenses and expertise required for the performance of the Scope of Work; (ii) it is not delinquent in the payment of any sums due to the City, including payment of permit fees, occupational licenses, etc., nor in the performance of any obligations to the City; and (iii) all personnel assigned to perform the Scope of Work are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each. Page 3 City OMiami API Funding Agreement Thelma Gibson Health Initiative, Inc. Any inconsistent, incomplete, or inadequate information, either received by the CITY or obtained by the CITY, shall constitute cause for the CITY to terminate this Agreement. 7. AWARD OF AGREEMENT: RECIPIENT represents and warrants to the CITY that it has not employed or retained any person or company employed by the CITY to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 8. COMPLIANCE WITH FEDERAL, STATE AND LOCAL L WS: RECIPIENT understands that agreements between private entities and local governments are subject to certain laws, codes, rules and regulations, including, without limitation, laws pertaining to public records, conflict of interest, record keeping, etc. The Parties agree to comply with and observe all applicable laws, codes and ordinances as they may be amended from time to time. 9. JNDEMNIFICATION; RECIPIENT shall indemnify, defend and hold harmless the CITY and its officials, employees (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting. from, or in connection with (i) the negligent performance or non-performance of the Services contemplated by this Agreement (whether active or passive) of RECIPIENT or its employees or subcontractors (collectively referred to as "RECIPIENT") which is directly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive or in strict liability) of any of them, or (ii) the failure of the RECIPIENT to comply materially with any of the requirements herein, or the failure of the RECIPIENT to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, local, federal or state, in connection with the performance of this Agreement even if it is alleged that the CITY, its officials and/or employees were negligent. RECIPIENT expressly agrees to indemnify, defend and hold harmless the Indemnitees, or any ofthem, from and against all liabilities which maybe asserted by an employee or former employee of RECIPIENT, or any of its subcontractors, as provided above, for which the RECIPIENT's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. RECIPIENT further agrees to indemnify, defend and hold harmless the lndemnitees from and against (i) any and all Liabilities Page 4 City of Miami API Funding Agreement Thelma Gibson Health Initiative, Inc. imposed on account of the violation of any law, ordinance, order, rule, regulation, condition, or requirement, related directly to RECIPIENT's negligent performance under this Agreement, compliance with which is left by this Agreement to R.ECIP[ENT, and (ii) any and all claims, and/or suits for labor and materials furnished by RECIPIENT or utilized in the performance of this Agreement or otherwise. This provision shall survive the termination or expiration of this Agreement, as applicable. RECIPIENT understands and agrees that any and all liabilities regarding the use of any subcontractor for Services related to this Agreement shall be borne solely by the RECIPIENT throughout the duration of this Agreement and that this provision shall survive the termination or expiration of this Agreement, as applicable. 10. REVERSION OF ASSETS: Upon the expiration, termination, or cancellation of this Agreement, any unspent API Grant funds shall immediately revert to the possession and ownership of the CITY and RECIPIENT shall transfer to the CITY all unused API Grant funds at the time of such expiration, termination, or cancellation. 11. DEFAULT: If RECIPIENT fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then RECIPIENT shall be in default. Upon the occurrence of a default hereunder the CITY, in addition to all remedies available to it by law, may immediately, upon written notice to RECIPIENT, terminate this Agreement whereupon all payments, advances, or other compensation paid by the CITY to RECIPIENT while RECIPIENT was in default shall be immediately returned to the CITY. RECIPIENT understands and agrees that termination of' this Agreement under this section shall not release .RECIPIENT from any obligation accruing prior to the effective date of termination. Should RECIPIENT be unable or unwilling _to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, RECIPIENT shall be liable to the CITY for all expenses incurred by the CITY in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the CITY in the procurement of the Services, including consequential and incidental -damages. 12. CIT'Y'S TERMINATION RIGHTS: The CITY shall have the right to terminate this Agreement, in its sole discretion, at any time, by giving written notice to RECIPIENT at least five (5) business days prior to the effective date of such termination. In such event, the CITY shall pay to RECIPIENT compensation for services rendered and expenses incurred prior to the Page 5 City of Miami API Funding Agreement Thelma Gibson Health Initiative, Inc. effective date of termination. In no event shall the CITY be liable to RECIPIENT for any additional compensation, other than that provided herein, or for any consequential or incidental damages. 13. REMEDIES FOR NONCOMPLIANCE: The CITY retains the right to terminate this Agreement at any time prior to the completion of the services required pursuant to this Agreement without penalty to the CITY. In that event, notice of termination of this Agreement shall be in writing to the RECIPIENT, who shall be paid for those services performed prior to the date of its receipt to the notice of termination. In no case, however, shall the CITY pay the RECIPIENT an amount in excess of the total sum provided by this Agreement. It is hereby understood by and between the CITY and the RECIPIENT that any payment made in accordance with this Agreement to the RECIPIENT shall be made only if the RECIPIENT is not in default under the terms of this Agreement. Ifthe RECIPIENT is in default, the CITY shall not be obligated and shall not pay to the RECIPIENT any sum whatsoever. If the RECIPIENT fails to comply with any tern of this Agreement, the CITY may take one or more of the following courses of action: (I) (2) (3) (4) (5) Temporarily withhold cash payments pending correction of the deficiency by the RECIPIENT, or such more severe enforcement action as the CITY determines is necessary orappropriate. Disallow (that is, deny both the use of funds and matching credit) for all of the cost of the activity or action not in compliance. Wholly or partially suspend or terminate the current API Program awarded to the RECIPIENT. Withhold further API Program funding for theRECIPIENT. Take all such other remedies that may be legally available. or part Funds 14. MARKETING: RECIPIENT shall consult with the City Manager, or his or her designee, regarding all uses and displays of the recognition of the CITY. The CITY shall have the right to approve the form and placement of all acknowledgements, which approval shall not be unreasonably withheld. 15. INSURANCE: The required Insurance, as approved by the City of Miami Department of Risk Management shall be provided by the RECIPIENT and all such proof shall be Page 6 City of Miami API Funding Agreement Thelma Gibson Health Initiative, Inc. attached as an Exhibit to this Agreement. Those entities/individuals required to be listed as additional insured by the Department of Risk Management shall be included on all insurance certificates and furnished by the RECIPIENT. RECIPIENT shall, at all times during the term hereof, maintain insurance coverage in accordance with Exhibit "E" attached and incorporated by this reference. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage shall be furnished to the City on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled during the performance of the services under this contract. Execution of this Agreement is contingent upon the receipt of proper insurance documents. 16. NONDISCRIMINATION: RECIPIENT represents and warrants to the City that RECIPIENT does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with RECIPIENT's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. RECIPIENT further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision. of this Agreement. 17. ASSIGNMENT: This Agreement shall not be assigned by RECIPIENT, in whole or in part, without the prior written consent of the CITY, which may be withheld or conditioned, in the CITY'S sole discretion. 18. CERTIFICATIONS REGARDING DEBARMENT. SUSPENSION. AND OTHER RESPONSIBILITY MATTERS: RECIPIENT certifies to the best of its knowledge and belief that it and its principals: a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal, State, or local agency. b) Have not within a three (3) year period preceding the adoption of the Resolution, attached and incorporated as Exhibit "A", as applicable, been convicted of or had a civil judgement rendered against them for the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal Page 7 City of Miami API Funding Agreement Thelma Gibson Health Initiative, Inc. or State antitrust statutes or falsification or destruction of records, making false statements, or receiving stolen property; c) Are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph 16.b of this certification; and d) Have not within a three (3) year period preceding the adoption of the Resolution, attached and incorporated as Exhibit "A", as applicable, had one or more public transactions (Federal, State, or local) terminated for cause ordefault. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall submit an explanation to the CITY and the CITY shall have the right to, in the CITY's sole discretion, to not enter into or terminate this Agreement. 19. ,NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. RECIPIENT Thelma Gibson Health Initiative, Inc. 3646 Grand Avenue Miami, F133133 Attn: Joseph King CITY City of Miami Office of Grants Administration 444 SW 2nd Avenue, 5`1' Floor Miami, FL 33130 Attn: Lillian Blondet, Director With copies to: Office of the City Attorney 444 SW 2nd Avenue, Suite 945 Miami, FL 33130 Attn: Victoria Mendez, City Attorney Page 8 City of Miami API Funding Agreement Thelma Gibson Health Initiative, Inc. 20. PUBLIC RECORDS: Pursuant to the provisions of Section 119.0701. Florida Statutes, RECIPIENT must comply with the Florida public records laws, specifically the RECIPIENT must: A. Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. B. Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter of the Florida Statutes or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. D. Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of the RECIPIENT upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. E. All records stored electronically must be provided to the CITY in a format that is compatible with the information technology systems of the CITY. IF THE RECIPIENT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE RECIPIENT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, PUBLICRECORDS@MIAMIGOV.COM, AND 444 S.W. 2ND AVENUE, SUITE 945, M.IAMI, FL 33.130. 21. CONFLICT OF INTEREST; RECIPIENT has received copies of, and/or is familiar with, the following provisions regarding conflict of interest in the performance of this Agreement by RECIPIENT. RECIPIENT covenants, represents and warrants that it will comply with all such conflict of interest provisions including, but not limited to: (a) the Code of the City of Miami, Florida, Chapter 2, Article V; and (b) Miami -Dade County Code, Section 2-11.1. 22. GOVERNING LAW. VENUE. AND FEES: This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in all proceedings shall be in Page 9 City of Miami API Funding Agreement Thelma Gibson Health Initiative, Inc. Miami -Dade County, Florida and the parties explicitly agree to the use of this venue. The term "proceedings" shall include; but not be Iimited to, all meetings to resolve the dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism. The parties both waive any defense that venue in Miami -Dade County is not convenient. In any civil action or other proceedings between the parties arising out of the Agreement, each party shall bear its own attorney's fees. 23. WAIVER OF JUR TRIAL: Neither the RECIPIENT, nor any assignee, successor, heir or personal representative of the RECIPIENT, nor any other person or entity, shall seek a jury trial. in any lawsuit, proceeding, counterclaim or any other litigation procedure based upon or arising out of any of the Agreement and/or any modifications, or the dealings or the relationship between or among such persons or entities, or any of them. Neither the RECIPIENT, nor any other person or entity will seek to consolidate any such action in which a jury trial has been waived with any other action. The provisions of this paragraph have been fully discussed by the parties .hereto, and the provisions hereof shall be subject to no exceptions. No party to this Agreement has in any manner agreed with or represented to any other party that the provisions of this paragraph will not be fully enforced in all instances. 24. MISCELLANEOUS PROVISIONS: A. Title and paragraph headings are for convenient reference and are not a part of this Agreement. B. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. C. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms of this Agreement shall control. D. Should .any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. Page 10 City ofMiami API Funding Agreement Thelma Gibson Health Initiative, Inc. 25. NON-LELEGABILITY: The obligations undertaken by the RECIPIENT pursuant to this Agreement shall not be delegated or assigned to any other person or firm, in whole or in part, without the CITY'S prior written consent, which may be withheld in the CITY'S sole discretion. 26. SUCCESSORS AND ASSIGNS;, This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 27. INDEPENDENT CONTRACTOR., RECIPIENT, its contractors, subcontractors, employees, and agents shall be deemed to be independent contractors, and not agents or employees of the CITY, and shall not attain any rights or benefits under the civil service or pension programs of the CITY, or any rights generally afforded its employees; further, they shall not be deemed entitled to Florida Workers' Compensation benefits as employees of the CITY. 28. NO THIRD -PARTY BENEFICIARY RIGHTS; No provision of this Agreement shall, in any way, .inure to the benefit of any third parties so as to constitute any such third party a beneficiary of this Agreement, or of anyone or more of the terms hereof, or otherwise give rise to any cause of action in any party not a party hereto. 29. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of allocated and available funds, reduction or discontinuance of funds or change in laws, codes, rules, policies or regulations, upon thirty (30) days' notice. 30. RECIPIFNT CERTIFICAT ON; The RECIPIENT certifies that it possesses the legal authority to enter into this Agreement pursuant to authority that has been duly adopted or passed as an official act of the RECIPIENT'S governing body, authorizing the execution of this Agreement, including all understandings and assurances contained herein, and directing and authorizing the person identified as the official representative of the RECIPIENT to act in connection with this Agreement and to provide such information as may be requested. The aforementioned authorization for the RECIPIENT is attached and incorporated as Exhibit "G" 31. AUTHORITY: Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party's obligations and the certifications hereunder have been duly authorized Page I1 City of Miami API Funding Agreement Thelma Gibson Health Initiative, Inc. and that the Agreement is valid and legal agreement binding on such party and enforceable in accordance with its terms. 32. CONSTRUCTION: Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of both parties have equally participated in the preparation of this Agreement. 33. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and entire agreement between the parties relating to the subject matter hereof and correctly sets forth the rights, duties, and obligations of each to the •other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. 34. COUNTERPARTS AND ELECTRONIC SIGNATURES: This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. [Remainder intentionally left blank; Signature page to followl Page 12 City of Miami API Funding Agreement Thelma Gibson Health Initiative, Inc. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: "CITY" CITY OF ItiIIAMI, a municipal corporation of the tate of Florida > By: odd B. Hann. itv ' erk Date: Arthur Noriega ,pity Manager I APPROVED AS TO FORM AND APPROVED AS CINSM'd by CORRECTNESS: G@-UeZ` EN'I'Gomez, Frank Frank Date: 2023.01.13 14:43:33-05'00' Victot'ia Mendez ( Date: Ann -Marie Sharpe, Director Date: City Attorney Matter ID: -3279K 1 /19/23 Risk Management D.J.GS ATTEST: PrinYName: Merline J. Barton Title: TGHI Agency President "RECIPIENT" Thelma Gibson Health Initiative, Inc. A Florida Not -Far -Profit Corporation By: Print Name: Joseph King Title: TGHI Vice President of Operations Page 13 11118122,11:14AM Detail by Entity Name 3 V E!CN CF CCRPCRM,GtS :'.1c `merit {z S: 1e / 01: /10.P_„'s?" .g_.._ 1 ggAT:1 Re, !zi_i / Ss. `LAC _^ }:.NairS1 / Detail by Entity Name Florida Not For Profit Corporation THELMA GIBSON HEALTH INITIATIVE, INC. Filing Information. Document Number FEI/EIN Number Date Filed Effective Date State Status Last Event Event Date Filed Event Effective Date Principal Address 3646 Grand Avenue Miami, FL 33133 Changed: 05/03/2021 Wiling Address 3646 Grand Avenue MIAMI, FL 33133 N11000007120 45-2835389 07/27/2011 07/27/2011 FL ACTIVE AMENDMENT 03/23/2012 NONE Changed: 05/03/2021 Registered Agent Name & Address BARTON, MERLINE J 14515 S.W. 139th Avenue Cir. E. MIAMI, FL 33186 Name Changed: 02/10/2015 Address Changed: 02/10/2015 Officer/Director Detail Name & Address Title EXECUTIVE COMMITTEE - SECRETARY Black, James Chipman hops://search.sunbiz.orgAnquiryCorporationSearch/SearchResultDetailTinquiryiype=Entity{lameadireclionT} Initial&searchNameOrder=THELMAGIBSON... 1/3 11/18/22, 11:14AM 3646 Grand Avenue Miami, FL 33133 Title EXECUTIVE COMMITTEE - 1ST VICE CHAIR Young, Ed. D., Freddie 3646 Grand Avenue MIAMI, FL 33133 Title EXECUTIVE COMMITTEE - 2ND VICE CHAIR Thomas, Esq., Damian E. 3646 Grand Avenue MIAMI, FL 33133 Title EXECUTIVE COMMITTEE - TREASURER Rivers, Brenda 3646 Grand Avenue MIAMI, FL 33133 Title EXECUTIVE COMMITTEE - CHAIR Fales, Gordon 3646 Grand Avenue MIAMI, FL 33133 Title VP KING, WALTER JOSEPH 3646 Grand Avenue MIAMI, FL 33133 Title President BARTON, MERLINE J 3646 Grand Avenue MIAMI, FL 33133 Annual Reports Report Year Filed Date 2020 06/16/2020 2021 05/03/2021 2022 04/04/2022 Document Imagga .i ,4 2022 — ANNUAL REPOST View image in POF format Detail byEntity Nare Q5 312021—ANf UAL. R PDRT Vice' :ma go-n PDF foriant OL:___16,2Q21.7.ANNUAL gfPQJsj.. 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RE.PQR1 View image in PDF fr..nnat - Arienrjr.1013 Vievt, image in PDF A:gnat . _ . 1.1Z111U.=Atani000l itTlage in PDF forriait 2 irnage in PDF fir.:rmiit . . https://search.sunbiz.agnnq uirVCorporationSearch/SearchResultDetail?inq uirytype= En ti tytslarre&di rectonType= Initial 3searchN ameOrder=THELM AGIBSON 3/3 EXHI is ANTI —POVERTY INITIATIVE FUNDING AGREEMENT IT A — CITY OF MIAMI ESO LUTION City of Miami Legislation Resolution Enactment Number: R-23-0022 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 13007 Final Action Date:1/12/2023 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), PURSUANT TO SECTION 18-85(A) OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), BY A FOUR FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE CITY MANAGER'S FINDINGS, ATTACHED AND INCORPORATED AS EXHIBIT "A," THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR ADVANTAGEOUS FOR THE CITY OF MIAMI ("CITY") AND WAIVING THE REQUIREMENTS FOR SAID PROCEDURES; AUTHORIZING THE ALLOCATION OF GRANT FUNDS FROM THE DISTRICT 2 COMMISSIONER'S SHARE OF THE CITY'S ANTI -POVERTY INITIATIVE IN A TOTAL AMOUNT NOT TO EXCEED ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) TO THE THELMA GIBSON HEALTH INITIATIVE, INC., A FLORIDA NOT FOR PROFIT CORPORATION ("TGHI"), IN SUPPORT OF THE TGHI'S PATHWAY TO JOBS THROUGH HOSPITALITY AND CULTURE PROGRAM; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, FOR SAID PURPOSE. WHEREAS, the City of Miami ("City") created the Anti -Poverty Initiative ("API") to address poverty based on a strategy of focusing the provision of support towards the City's residents achieving self-sufficiency; and WHEREAS, the Thelma Gibson Health Initiative, Inc., a Florida not for profit corporation ("TGHI"), is seeking funding for their TGHI Pathway to Jobs through Hospitality and Culture Program ("Program") which aims to reduce barriers for low-income residents, ensuring proactive behaviors, better health, and improve quality of life; and WHEREAS, in addition to this Program, TGHI will utilize the allocation to provide entrepreneurial, employment, and job creation services to 23 youth and adult residents in District 2; and WHEREAS, the City's District 2 Commissioner ("Commissioner") wishes to provide grant funds from the Commissioner's share of the City's API in an amount not to exceed One Hundred Fifty Thousand Dollars ($150,000.00) ("Funds") for the Program; and WHEREAS, pursuant to Section 18-85(a) of the Code of the City of Miami, Florida, as amended ("City Code"), the City Manager has made a written finding, attached and incorporated as Exhibit "A," that competitive negotiation methods and procedures are not practicable or advantageous for the City's provision of the Funds for the Program; and WHEREAS, the City Manager is requesting authority from the City Commission to negotiate and execute any and all documents necessary, all in forms acceptable to the City Attorney, for said allocation of Funds for the Program; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble of this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. Pursuant to Section 18-85(a) of the City Code, by a four -fifths (4/5ths) affirmative vote, after an advertised public hearing, the City Manager's written findings, attached and incorporated as Exhibit "A," that competitive negotiation methods and procedures are not practicable or advantageous for the City's provision of the Funds for the Program and waiving the requirements for said procedures, are hereby ratified, approved, and confirmed. Section 3. The City Manager is authorized' to allocate the Funds from the Commissioner's share of the City's API to TGHI for the Program. Section 4. The City Manager is further authorized' to negotiate and execute any and all documents necessary, all in forms acceptable to the City Attorney, for said purpose. Section 5. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: rdez),fityttor iey 12/27/2022 1 The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to, those prescribed by applicable City Charter and City Code provisions. ANTI -POVERTY INITIATIVE FUNDING AGREEMENT EXHIBIT B — SCOPE OF WORK Insert Pages 2 & 3 front Anti -Poverty Funding Request Form City of Miami Anti -Poverty Initiative Program Funding Request Form ORGANIZATION AND PROGRAM/PROJECT INFORMATION Organization History and Background Information: Ssce2bo, TClUu!tea f.0,4 the ea., tY e'lrms gd , LT.,==,1.}1N. ^r.+f.!em Pc6�%.L�6.aee U^_l;e:ue noel FsP ^•�!e'af Se23 eI-.�.. !sertkea. ed eac ad fif WM.. 4e lt.a t... e.A:4 8 seA W thin, a Sut r�4ga.ud MccS, .no^.rtxad<ged[a em viw to team me; 'r2ceabsd.nxnllads cd teb.s[o.=laled eta9!¢d ue!teaeeat,!e rnet, mev and avoidhaae Exrat4 ua¢Sa,:ava5 fa_ly!crA=c:a.! >l etcrilopWzy Y esd hula. Ut ukr.,• 111cwa=abs.`_^:4sc eSamarnl cf urrn to m=D.1=1 act oxsry.WeNd+aQ sec! ve nimecca fvoa elim:e.. CtaeedHG'.imudGl�Wi Vlu Is your program/project providing direct services to residents of the City of Miami? Yes®No❑ Number of residents your entity will serve: 23 Frequency of Service: Age Group Served: Monthly 16-99 Is your program/project impacting one of Miami's disadvantaged communities? Yes No ❑ Geographic Area Served (specific to this project/program) District Served (1, 2, 3, 4, 5, Citywide) District 2 Neighborhood/Community being served: Coconut Grove Program/Project Priority area (Select one): I Educational Programs for children, youth and adults _ Crime Prevention ❑ Elderly meals, transportation, recreational and health/wellness related activities At -risk youth or youth summer job programs ❑ Transportation services and programs ElJob development, retention and training programs ❑ Homeless Services E Food Distribution ❑ Essential supplies, during a State of Emergency, natural disaster, or economic crisis Page 2 of 5 Return this form to: mtrevino@miamigov.com (Last Revised May 15, 2020) City of Miami Anti -Poverty Initiative Program - Funding Request Form Program/Project Title: TGIII Pathway to fobs through Hospitality and Culture To expand on Miami's rich African American and Bahamian history and culture presented to the Project/Program Description: public by expanding the footprint of historical, contemporary and urban -focused education, culture. and tourism. By highlighting the Bahamian, African and Caribbean American diasporas who helped establish Miami's oldest community by creating a tourism hub and training%hiring 23 residents;participants for this project. Program Start Date: January i., 2023 Program End Date: December 31, 2023 Please describe how this program/project and funding will alleviate poverty within the City of Miami? The tenets of frets are: Eoononvc Development Focusing on Income, Employability Stills and lob Training by working with <nanes such as \tiansi Dade College, Taste of Coco Bahamas. rill w. a,2t_g::�h 'uru ntak. cry :130;3ia"mhing yJa<.<m:iudo:13.2.! „s2312.. it.-.wcSc= 2n1:.a:u Ce3•:a,raFoo...3,00 NyW:"<: sa.2 cenu05 e3.3e36eter 31 Baas: 364E trend AveG645 Grand Ave1642 Gard Ave. The Grad Avenue locations will utilize the updated 3,000 sq. 11, space to be Lois nah>ruas offCocaina; Grose visitor, tourist and info,n,uice aenter. This food, art and culture center hub will compliment the recent commmunity enhancement goals we have set out for this and create jobs. IMPACT AND PERFORMANCE: Describe overall expected outcomes and performance measures for this project/program: • 23 OF •'23 3312 CO25 TEt:7c PRO5MM AND 3.2.11.2.NCE INCOME O,PORT.IS.DE5:3t¢OL'GI^WL01•,vu;.; 5.1.15:1,2328.G. W1P:31L02451 L2OO5 CREATION 70iE\7LL\GD QUALITY Of 282•.t2FOLLO>'S' - 9 OF 9 YOUTH WILL BE ENROLLED IN TGHI ENTREPRENEURIAL PROGRAM AND COMPLETE TRAINING" - 9 OF 9 ADULTS WILL HE ENROLLED IN TGHI ENTREPRENEURIAL PROGRAM AND COMPLETE TRAINING • 5OF 5ADLLIS WILL BE MANED ALTERNATELY TO ?ram ea Ulu 13SnUR 1OURCSK YA1YE1 AND SHOP MID VAL ALSO COMPUTE MI 4 CO.ZEENN2 MI 0 MANN° 5_-..1012. Please attach additional pages to the back of this packet, if the space above is not strfflcielrt. Page 3 of 5 Return this form to: mtrevino@miamigov.com (Last Revised May 15, 2020) ANTI -POVERTY INITIATIVE FUNDING AGREEMENT EXHIBIT C — BUDGET Insert Page 4 from Anti -Poverty Funding Request Form City of Miami Anti -Poverty Initiative Program - Funding Request Form FUNDING REQUEST INFORMATION: Amount Requested: $150,000 Explain how the City of Miami Anti -Poverty funding will be utilized: TOM w;CodentTocmSotc,Si+ae=dY.�2n&M.:n S9a:aue¢,?;S 29 m'veeu, aer:W.ce x(9 swat as -in 9 g_n us.) 91 favanseevtacsasiaa,o swaaaeS,mdy=a ra t'•a;01 act. lac-a=iio0e=EJ ball :GM Iva tGry 2+aa`pup., tine vv eau mug 9(r_eF•.ees,Etta pocmr acd otharu: b9 ra:aa-atilts lane Et unsC as de •i)a1 r_ea.`.suilin ei 9a.kc: Nn oU'vt .1:8. This f±ding will svppolt awing and fa±eli'tsteg: e) Visitor and Toor.o, Senices, b) ATa.i±0 Services, c) Stra.v Mark, Ecaepreac Ahip Spats. Fim6y, 5 additional paucipann will be Find to oecrsce tic V;:istr sadTuwso9 Coot rtAS wt±09913 w'.:::A I b.SUM:wb 4ivneu b) e.IIeiactrand ewes 1t:'u+cict uri'K• e444.4dig.0 bow n:W4r.- Itemize API funding related to expenditures below: Personnel Salaries & Wages: Personnel Benefits Space Rental: Utilities (Electricity, Phone, Internet): Supplies: Marketing: Transportation (Participants): Meals (Participants): Professional Services (List each): Other (please describe): 4,280 (2.85%) Indirect Other (please describe): Other (please describe): ad e<a-_a,aeth1 k,roo ,,cal 5 4L1,F.+1:'r*.:FVt014 41 T4411mC Hapm:23 1. $96,720 $0 $36,000 $0 $9,000 $2,500 $750 $750 Page 4 of 5 Return this form to: mtrevino@miamigov.com (Last Revised May 15, 2020) ANTI -POVERTY INITIATIVE FUNDING AGREEMENT COMPOSITE EXHIBIT "D" API AGREEMENT COMPOSITE EXHIBIT "D" PAYMENT SCHEDULE One Hundred and Fitly Thousand 1. The CITY shall pay the RECIPIENT, an amount not to exceed Dollars $150,000 for the services provided pursuant to this Agreement. 2. Request for Payments should be submitted to the CITY in a form provided by the City and included in this Exhibit as Request for Payment Form. 3. The RECIPIENT must submit the final request for payment to the CITY within 30 calendar days following the expiration date or termination date of this Agreement in a form provided by the CITY. If the RECIPIENT fails to, comply with this requirement, the RECIPIENT shall forfeit all rights to payment and the CITY shall not honor any request submitted thereafter. 4. Schedule of payments to RECIPIENT will be as follows: One time payment 5. Any payment due under this Agreement may be withheld pending the receipt and approval by the CITY of all reports and information due from the RECIPIENT as a part of this Agreement and any modifications thereto. Date: 1/11/23 API Request for P'ymeni Form Invoice Number: 2023111 Send to: City of Miami Office of Grants Administration 444 SW 2nd Ave., 5th FIoor Miami, FL 33130 ProgramJProject Title: Recipient's Name: Recipient's Address: TGHP s Pathway to Jobs Through Hospital and Culture Thelma Gibson Health Initiative, Inc. 3646 Grand Avenue Miami, FL 33133 I hereby request payment in the amount of $ 150,000 for expenses incurred in relation to the City of Miami Anti -Poverty Initiative Activity/Program/Services provide below. Number of People Served/Location of Services Service Description Rate Amount 23 People District 2 Coconut Grove, FL TGHI will open a Tourism Service Space and Market Service Space to employ 23 residents, consisting of 9 youth (16-18), 9 adults (19+-) for the Market Entrepreneurial/Job Training and an additional 5 participants for Visitor and Tourism Programming (23 total). 23 Participants @ $150,000 = of $6Rate Rate 3 P/P $150,000 TOTAL: $ $150,000 I certify that the Program/Service was provided in accordance to the approved Program/Project as described in the API Funding Request Form and that expenses were incurred in the provision of said Program/Service. Joseph King Au oriz-: Representative Type Name Signature 01/11/23 Date TGHI Vice President of Operations Title: ANTI -POVERTY INITIATIVE FUNDING AGREEMENT EXHIBIT E — INSURANCE REQUIREMENTS [. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $300,000 General Aggregate Limit $600,000 Personal and Adv. Injury $300,000 Products/Completed Operations $300,000 B. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 300,000 B. Endorsements Required City of Miami listed as an additional insured 111. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Professional Liability/Errors and Omissions Coverage (if applicable) Combined Single Limit Each Claim General Aggregate Limit Retro Date included $ 250,000 $ 250,000 The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "CIass V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. THELGIB-01 APASQUALINt PRODUCER Rlemer Insurance Group, Inc. P 0 Box 250 Hallandale, FL 3300a INSURED Thelma Gibson Health Initiative, Inc, 3646 Grand Avenue Miami, FL 33133 AC43RB3' CERTIFICATE OF LIABILITY INSURANCE DATEYYYY) 1/1'1/20fl2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). ncooNTACT Amanda Pasqualini PHONE i FAX i (NC, No, Ext): (754) 202-0883 i (A/C, No); RDonEssz apasquatini@riemerinsurance.com INSURER(S) AFFORDING COVERAGE INSURER A:United States Liability Ins.Co INSURER B : Ascendant Commercial Ins Inc II INSURER C : CNA/Continental Casualty Co INSURER D : I INSURER E: INSURER F 1 NA1C # i25895 13883 120443 COVERAGES • �..,.�e-.., ,NY, rvivrt 1\v1,l iJ4fl. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN, MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR IADOL'SUBR TYPE OF INSURANCE I iNSD WV() POLICY NUMBER POLICY EFF POLICY EKP fMM/DD(YYY�,(ffN'DDlYrYYI LIMITS A X i COMMERCIAL GENERAL UABIUTY j I EACH I 1,060,000 I CLAIMS -MADE I }(I OCCUR i X NPP1614979 10/23/2022 10/23/2023 OCCURRENCE DRElISETO S( RENTED i 100,000 ° $ MED EXP (An S 5,000 one person) {PERSONAL &AOV INJURY I S 1,000,000 I GENL AGGREGATE LIMIT APPLES PER: i GENERAL AGGREGATE I S 2,000,000, X i POLICY PRO- JECT L __ i LOC ! PRODUCTS-COMP/OP AGG i S Included. I OTHER: IS A AUTOMOBILE LIABILITY ` j CO COMBINED SINGLE LIMIT i $ 1,000,000 .{Eaacctdenl7 ANY AUTO f OWNED f NPP1614979 10(23/2022i 1012312023 BODILY INJURY Per 000nt) I.S SCHEDULED AUTOS ONLY i ?AUTOS I I I BODILY INJURY .Per accident] i $ X! HIRED AUTOS ONLY X t33 NCN-OWNED AUTOS ONLY 3333I •RGPERIY DAMAGE } g PPar acciddent I • S UMBRELLA LULB I OCCUR i EACH OCCURRENCE S i EXCESS LIAR —,— CLAIMS -MADE i AGGREGATE ( i I DED 1 RETENTIONS $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY f f PER `j' OTH- I Q TATi E :' + J3 ANY PROPRIETORlPARTNERIEXECUTIVE Y / N OFFICER/Mf;MBER EXCLUDED? N ! A WC-69772-6 9/27/2022 j 9/27/2023 I E.L. EACH ACCIDENT $ 1,000,000 (Mandatory in NH) - If yes, describe under i `I E.L. DISEASE - EA EMPLOYEE4 S 1,000,000 DESCRIPTION OF OPERATIONS below ( I E.L. DISEASE -POLICY LIMIT f $ 1,000,000 C Professional Liab D&0/EPLI I NPP1614979 596537515 10/23/20221 10/23/2023 .1/11/20231 1/11/2024 I Aggregate Limit 2,000,000 Limit 1,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is requf ed) Not for Profit Office (Outpatient Mental Health Counseling Services) City of Miami Is lnoluded as Additional Insured with respects to General Liability on a Primary & Non -Contributory basis as required by written contract, subject to policy terms, conditions and exclusions with regards to the Named Insured's operations. ATE HOLDER City of Miami 444 SW 2nd Ave Miami, FL 33130 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) O 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: THELGII3-01 APASQUALINI ACC 'g1` ADDITIONAL RE r iA LOC #: 1 S SCHEDULE Page 1 of 1 AGENCY Riemer Insurance Group, Inc. NAMED INSURED Thelma Gibson Health Initiative, Inc. 3646 Grand Avenue Miami, FL 33133 POLICY NUMBER SEE PAGE 1 CARRIER SEE PAGE 1 NAIC CODE SEE P 1 EFFECTIVE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/LocationsNehicles: Retroactive Date 2/17/2015. Abuse And Molestation Each Claim $100,000 Abuse And Molestation Aggregate $200,000 ACORD 101 (2008/01) 0 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORi1'l Molestation Or Abuse :Insurance (Defense Outside Limits) It is agreed that there is no coverage for "molestation or abuse" under this policy except as provided in this endorsement. LIMITS OF INSURANCE EACH CLAIM. $ AGGREGATE $ (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement) The following Coverage M. — MOLESTATION OR AB USE IsNSURANCE, is added to SECTION I: -- COVERAGES: I . Insuring Agreement. a. We will pay those sums you become legally obligated to pay as damages because of any "molestation or abuse" to which this insurance applies. We will have the right and duty to defend you against any "suit" seeking those damages. However, we will have no duty to defend you against any "suit" seeking damages to Which this insurance does not apply. We may at our discretion investigate and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in LJM]TS OF INSURANCE of this endorsement; and (2) When we have used up the limits described for COVERAGE M by paying settlements or judgments, we will have no further right or duty to defend any claims or suits under this endorsement, whether pending at that time or started afterwards. b. This insurance applies to damages from "molestation or abuse" only if: (I) The "molestation or abuse" takes place in the "coverage territory" and; (2) The "molestation or abuse" first occurs during the policy period and; (3) The "molestation or abuse" to which this insurance applies and for which the claim is made: (a) occurred to a person while that person was involved or participating in a program, service, event or other activity sponsored, organized, operated, managed or otherwise directed by any Named Insured and; (b) while the person was in any Named Insured's care, custody or control or; (c) was in the care, custody or control of one or more of any Named Insured's "employees" with the Named Insured's knowledge and consent. c. Multiple acts of "molestation or abuse" of one or more persons committed by any one person or multiple acts of "molestation or abuse" of one or more persons committed by more than one person acting in concert, shall be deemed to be one occurrence of L 740 SSO (10-14) Page 1 of4 "molestation or abuse" and to have first occurred at the time of the earliest "molestation or abuse"; No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under SUPPLEMENTAL PAYMENTS — COVERA.GE l•I. 2. Exclusions This insurance does not apply to: a. any person who committed or is alleged to have committed any actual or alleged "molestation or abuse". b. liability of others assumed by you under any contract or agreement either oral or in writing unless specifically endorsed hereon; c. any obligation for which you or any carrier as your insurer may be held liable under workmen's compensation, unemployment compensation, disability benefits law, employers liability, stop gap liability or under any similar law, whether based on statute, regulation or judicial determination; cl. any loss or claim either directly or indirectly arising from your activities as an officer or director of any corporation, organization, company or business that is not the Named Insured; e. any claim for punitive or exemplary damages; f. any claim arising out of "molestation or abuse" by any one person or more than one person action in concert which first occurs prior to the inception of this policy even if such "molestation or abuse" continues into this policy period. SECTION 1— COVERAGES; SUPPLEMENTARY PAYMENTS — COVERAGES A & B is deleted in its entirety and is replaced with the following, but only with respect to COVERAGE i41 — MOLESTATION OR. A_E3USE INSURANCE: SUPPLEMENTAL PAYMENTS — COVERAGE M We will pay, with respect to any claim we investigate or settle, or any "suit" against you we defend: a. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. b. All interest on the full amount of any judgment that accrues after entry of judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limits of insurance. c. All expenses we incur. d. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. e. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim.or "suit", including actual loss of earnings up to $250 a day because of time off from work. f All costs taxed against the insured in the "suit". These payments will not reduce the limits of insurance. L 740 SSO (10-14) Page 2 of 4 SECTION I1 — WE1O IS AN INSURED is deleted in its entirety and replaced with the following but only with respect to COVERAGE NI —MOLESTATION OR. ABUSE 1 S URANCE: I.. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of the business or program, service, event or other activity of the Named Insured. b. A partnership or joint venture, you. are an insured. Your members, your partner, and their spouses are also insureds, but only with respect to the conduct of the business or program, service, event or other activity of the Named Insured. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of the business or program, service, event or other activity of the Named Insured. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Your "employees" other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company) are also insureds, but only for acts within the scope of their employment by you or while performing duties related to the conduct of the business or program, service, event or other activity of the Named Insured or "volunteer workers" only while performing duties related to the conduct of the business or program, service, event or other activity of the Named Insured. SECTION I1.1. — LIMITS OF INSURANCE is amended with the following addition: S. Regardless of the number of insureds and/or Limits of. Liability under other coverage parts, coverage forms or endorsements under this policy, our liability is limited as follows: a. The limit of insurance stated in the L7M.ITS OF INSURANCE for COVERAGE NI as applicable to "each claim" is the limit of our liability for the sum of: (1) All damages arising out of or resulting from any incident or a series of incidents of "molestation or abuse" by any one person. Multiple acts of "molestation or abuse" of one or more persons committed by any one person or multiple acts of "molestation or abuse" of one or more persons committed by more than one person acting in concert, shall be deemed to be one "molestation or abuse". I3. The limit of insurance stated in the LIMITS OF INSURANCE URANCE for COVERAGE M as "aggregate" is the total limit of our liability under this coverage for all damages under this endorsement. The conditions 1.. though 9. in SECTION .V — COMMER.CIAW GENERAL LIABILITY CONDITIONS apply to COVERAGE M as well. L 740 SSO (10-14) Page 3 of 4 For the purposes of this endorsement, the following definitions shall apply: "Molestation or Abuse" means sexual or physical injury or abuse of any person. SECTION V — DEFINITIONS, 18. "Suit", is replaced by the following, but only with respect to COVERAGE M-M.OLESTATI,sN OR ABUSE INSURANCE: "Suit" means a civil proceeding in which damages to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. c. Reasonable legal services charged by a lawyer we agree to and other expenses you may incur in the investigation anddefense of "disciplinary proceeding(s)" brought against you arising out of a "professional incident" that is otherwise covered by this policy. This coverage is limited to $100,000 per "professional incident". All other terms and conditions of this policy remain unchanged. This endorsement is a part of your policy and takes effect on the effective date of your policy unless another effective date is shown. L 740 SSO (10-14) Page 4 of 4 EV ST • POLICY NUMBER: SM942162 N 1NSU NCE C MPY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. sDDITI NAL INSURE I ENDO SEMENrGENE L LIABILITY This endorsement modifies insurance provided under the following: SPECIFIED MEDICAL PROFESSIONS GENERAL LIABILITY (INCLUDING PRODUCTS AND COMPLETED OPERATIONS LIABILITY) INSURANCE OCCURRENCE COVERAGE PART IN CONSIDERATION OF AN ADDITIONAL PREMIUM OF $0., IT IS HEREBY UNDERSTOOD AND AGREED THAT THE POLICY IS AMENDED AS FOLLOWS: 1. SECTION THE INSURED IS AMENDED BY THE ADDITION OF THE FOLLOWING: WHENEVER USED IN THIS COVERAGE PART, THE UNQUALIFIED WORD INSURED SHALL ALSO MEAN ADDITIONAL INSURED. 2. ADDITIONAL INSURED MEANS, WHENEVER USED IN THIS ENDORSEMENT, THE FOLLOWING: CITY OF MIAMI, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA 3. COVERAGE PROVIDED TO ANY ADDITIONAL INSURED AS DEFINED HEREIN SHALL APPLY SOLELY TO AN OCCURRENCE OR OFFENSE INVOLVING THE PRODUCTS, GOODS, OPERATIONS OR PREMISES COVERED BY THIS COVERAGE PART. 4. NO COVERAGE SHALL BE AFFORDED TO THE ABOVE ADDITIONAL INSURED FOR BODILY INJURY, PROPERTY DAMAGE, PERSONAL INJURY OR ADVERTISING INJURY TO ANY EMPLOYEE OR TO ANY OBLIGATION OF THE ADDITIONAL INSURED TO INDEMNIFY ANOTHER BECAUSE DAMAGES ARISING OUT OF SUCH INJURY. 5. WHERE NO COVERAGE SHALL APPLY HEREIN FOR THE NAMED INSURED, NO COVERAGE OR DEFENSE SHALL BE AFFORDED TO THE ABOVE ADDITIONAL INSURED. 6. SOLELY WITH RESPECT TO THE ABOVE ADDITIONAL INSURED, SECTION OTHER INSURANCE IS DELETED AND REPLACED BY THE FOLLOWING: OTHER INSURANCE THIS INSURANCE SHALL BE IN EXCESS OF THE DEDUCTIBLE STATED IN ITEM 5. C. OF THE DECLARATIONS AND SHALL BE PRIMARY AND NON-CONTRIBUTORY TO ANY OTHER VALID AND COLLECTIBLE INSURANCE AVAILABLE TO THE INSURED Alt other terms and conditions remain unchanged. ftMlanuscript-1 Page 1 of 1 EV STONSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITION , L INSUREENDORSEMENT - BODILY INJURY/P OP RTY DAMAGE LI ' I UI°Y (= LAWKET) This endorsement modifies insurance provided under the following: SPECIFIED MEDICAL PROFESSIONS GENERAL LIABILITY INSURANCE COVERAGE PART — OCCURRENCE COVERAGE SCHEDULE Additional Insured (Name of Person or Organization): any person or organization to whom the Named Insured is obligated by written contract or written agreement to provide coverage as an additional insured to such person or organization In consideration of the premium paid, it is hereby understood and agreed that the policy is amended as follows: 1. Section THE INSURED is amended by the addition of the following: The unqualified word Insured shall also mean Additional Insured stated in the Schedule, but only with respect to liability for Bodily Injury or Property Damage which arises out of only those Specified Products, Goods, Operations or Premises stated in the Declarations and provided the Named Insured is required to include such Additional Insured as an additional insured on this policy by a written contract orwritten agreement in effect during this Policy Period and executed prior to the happening of the Bodily Injury, Property Damage and Occurrence. 2. No coverage shall be afforded to the above Additional Insured for Bodily Injury or Property Damage or to any Employee or to any obligation of the Additional Insured to indemnify another because Damages arising out of such injury. 3. Where no coverage shall apply herein for the Named Insured, no coverage or defense shall be afforded to the above Additional Insured. Ail other terms and conditions remain unchanged. MESM 1002 0815 Page 1 of 1 ANTI -POVERTY INITIATIVE FUNDING AGREEMENT EXHIBIT F — CLOSE-OUT REPORT The Close Out Report must be completed at the end of the program. City of Miami Anti -Poverty Initiative Program Close -Out Report Date: Allocation Amount: Program/Project Title: Recipient's Name: Recipient's Address: Please provide the information in reference to all the services provided with the City of Miami Anti -Poverty Initiative: Program Start Date and End Date Program/Project Priority Area Description of Project/Activity/Service District where Project/Activity/Service were Provided District 1, District 2, District 2, District 3, District 5 and/or Citywide Location of Project/Activity/Service (ie. Site, neighborhood, area) Total Number of People Served Frequency of Project/Activity/Service I certify that the Program/Service was provided in accordance to the City of Miami Anti -Poverty Initiative Program Guidelines Signature Date Type Name Title: Return to: City of Miami Office of Grants Administration 444 SW 2nd Ave., 5`h Floor Miami, FL 33130 ANTI -POVERTY INITIATIVE FUNDING AGREEMENT EXHIBIT G - RECIPIENT'S CORPORATE RESOLUTION DocuSign Envelope ID: 7C8492A1-A55F-4687-9337-56F8CDB199AA CORPORATE RESOLUTION Thelma Gibson Health Initiative, Inc 501(c)3 WHEREAS, , a Florida , desires to enter into a Agreement with the City of Miami, a copy of which is attached hereto; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the Articles and By -Laws of the not -for -profit corporation; NOW, THEREFORE, BE IT RESOLVED BY TIIE BOARD OF DIRECTORS that Joseph King arelis hereby authorized and instructed to enter into the Agreement and undertake the responsibilities and obligations as stated in such proposed Agreement in the name and on behalf of this corporation with the City of Miami upon terms and conditions contained in the proposed Agreement to which this resolution is attached. DATED this l lth ATTEST: ,---DocuSF nedby: day of jawtt s acipvtain. eigt 66n609944B-46C... CORPORATE SECRETARY Print Name: James Chipman Black January 23 Ply ' IDENT int Name: Merline J. Barton (CORPORATE SEAL)