HomeMy WebLinkAbout24408AGREEMENT INFORMATION
AGREEMENT NUMBER
24408
NAME/TYPE OF AGREEMENT
INNER OUTER WELLNESS LLC
DESCRIPTION
CDBG AGREEMENT/SUPPORT ECONOMIC & COMMUNITY
DEVELOPMENT ACTIVITIES IN RESPONSE TO THE NOVEL
CORONAVIRUS PANDEMIC/FILE ID: 8412/R-21-0064/MATTER
ID: 21-1878/#77
EFFECTIVE DATE
September 30, 2021
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
9/30/2021
DATE RECEIVED FROM ISSUING
DEPT.
5/9/2023
NOTE
CITY OF MIAMI
DOCUMENT ROUTING FORM
ORIGINATING DEPARTMENT: HOUSING AND COMMUNITY DEVELOPMENT
\it
DEPT. CONTACT PERSON: MONICA GALO EXT. 1976
NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Inner Outer Wellness, LLC
IS THIS AGREEMENT AS A RESULT OF A COMPETITIVE PROCUREMENT PROCESS?
TOTAL CONTRACT AMOUNT: $ 15,000.00 FUNDING INVOLVED?
TYPE OF AGREEMENT:
❑ MANAGEMENT AGREEMENT
❑ PROFESSIONAL SERVICES AGREEMENT
® GRANT AGREEMENT
❑ EXPERT CONSULTANT AGREEMENT
❑ LICENSE AGREEMENT
OTHER: (PLEASE SPECIFY): N/A
PURPOSE OF THE ITEM (BRIEF SUMMARY):
❑ YES
® YES
❑ PUBLIC WORKS AGREEMENT
❑ MAINTENANCE AGREEMENT
❑ INTER -LOCAL AGREEMENT
❑ LEASE AGREEMENT
❑ PURCHASE OR SALE AGREEMENT
Contract in the amount of $15,000.00 in CDBG funding to Inner Outer Wellness, LLC for the
implementation of Microenterprise Activities. For additional information please see resolution attached.
83 NO
❑ NO
COMMISSION APPROVAL DATE: February 11, 2021 FILE ID: 8412
IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN:
N/A
ENACTMENT No.: R-21-0064
ROUTING INFORMATION
Date
PLEASE T AND SIGN
APPROVAL BY DEPARTMENTAL DIRECTOR
8/12/2021
PRINT: ROBERTO ZO
.
SIGNATURE: r
SUBMITTED TO RISK MANAGEMENT
PRINT: ANN-MAR E SHARPE
Gomez, Frank Date 3031:..°b.:67,,4:
SIGNATURE:
SUBMITTED TO CITY ATTORNEY
PRINT: VICTORIA MENDEZ
UliAz.}ra,6 .L_. 7
SIGNATURE:
APPROVAL BY ASSISTANT CITY MANAGER
14
1 /X/
PRINT: FERNANDO CASAMAYOR
SIGNATUR •
RECEIVED BY CITY MANAGER
PRINT: A T ORIEGA, .
SIGNATURE:
1) ONE ORIGINAL TO CITY CLERK,
2) ONE COPY TO CITY ATTORNEY"S OFFICE,
3) REMAINING ORIGINAL(S) TO ORIGINATING
DEPARTMENT ,. - =
N/A
PRINT: TODD B. HANNO
SIGNATURE:
PRINT:
SIGNATURE:
PRINT:
SIGNATURE:
PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE
EXECUTION BY THE CITY MANAGER
City of Miami
Office of the City Attorney
Legal Services Request
To: Office of the City Attorney Date: August 12, 2021
From: Monica Galo
Housing & Community Dev
Contact Person Requesting Client
Administrative Aide 305-416-1976
Title
Telephone
Legal Service Requested: HCD-2021-0080
Enclosed please find a CDBG funded grant agreement between this BCMEP II applicant and the City of
Miami for microenterprise activities.
Complete form and forward to the Office of the City Attorney or e-mail to Legal Services. Do not
assume that the Office of the City Attorney knows the background of the question and/or issue, such as
opinions on the same or similar issues, the existence of relevant memos, correspondence, etc. Please
attach to this form and/or e-mail all pertinent information relating to the subject.
Once your request has been assigned, an e-mail will be sent to you with the Assigned Attorney's
name and the issued matter identification number.
All attorneys in the Office of the City Attorney shall fully comply with the Rules Regulating The
Florida Bar.
For Legal Services requesting an opinion from the Office of the City Attorney:
ue opinion in writing.
kiublish ini
n after issuance.
Authoriz?. ''4: Roberto Tazoe Date response requested by: as soon as possible
BELOW PORTION TO BE COMPLETED BY THE OFFICE OF THE CITY ATTORNEY
Assigned Attorney: Date: File No.
Approved by: Ultimate Client:
Comments: D / R Date:
Type:
Matrix:
Category:
Copy returned to Requesting Client
Copy to Ultimate Client
rev. 06/17/2011
CITY OF MIAMI, FLORIDA
DEPARTMENT OF HOUSING & COMMUNITY DEVELOPMENT
COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG") AGREEMENT
This Agreement (hereinafter the "Agreement") is entered into this day of
, 2Q-1, between the City of Miami, a municipal corporation of the State of
Florida (hereinafter the "CITY"), & INNER OUTER WELLNESS LLC
a Florida limited liability company (hereinafter referred to as the "BUSINESS").
FUNDING SOURCE: Community Development Block Grant (CDBG)
CFDA # (If applicable): CDBG 14.218
AMOUNT: $15,000.00
TERM OF AGREEMENT: Effective date of this agreement is August 1, 2021
PROJECT NUMBER:
DUNS® NUMBER:
BUSINESS ADDRESS:
to July 31, 2022
91-
08-959-8082
2963 DAY AVE
MIAMI, FL 33133
NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth,
the parties understand and agree as follows:
ARTICLE I
EXHIBITS AND DEFINITIONS
1.1 EXHIBITS. Attached hereto and forming a part of this Agreement are the following
Exhibits:
2016.1
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E •
Exhibit F
Exhibit G
Certificate of Authority
Work Program
Compensation and Budget Summary
Certification Regarding Lobbying Form
Certification Regarding Debarment, Suspension and other
Responsibility Matters (Primary Covered Transactions Form)
Crime Entity Affidavit
Insurance Requirements (Intentionally deleted)
1.2 DEFINED TERMS. As used herein the following terms shall mean:
Act OR 24 CFR 570:
Agreement Records:
CDBG Program:
CDBG Requirements:
Department:
Federal Award:
National Objective:
Low -and -Moderate
Income Person:
Title I of the Housing and Community Development Act of 1974, as
amended.
Any and all books, records, documents, information, data, papers,
letters, materials, and computerized or electronic storage data and
media, whether written, printed, computerized, electronic or electrical,
however collected or preserved, which is or was produced, developed,
maintained, completed, received or compiled by or at the direction of
the BUSINESS or any subcontractor in carrying out the duties and
obligations required by the terms of this Agreement, including, but not
limited to, financial books and records, ledgers, drawings, maps,
pamphlets, designs, electronic tapes, computer drives and diskettes or
surveys.
Community Development Block Grant Program.
The requirements contained in 24 CFR 570, Rule 91 of the Florida
Administrative Code and as established by the City of Miami, Florida.
The City of Miami Department of Housing & Community
Development.
Any federal funds received by the BUSINESS from any source during
the period of time in which the BUSINESS is performing the obligations
set forth in this Agreement.
All Activities funded with CDBG funds must meet one of the CDBG
program's National Objectives: benefit low and moderate -income
persons; aid in the prevention of slums or blight; or meet community
development needs having a particular urgency, as defined in 24 CFR
570.208.
A member of a low- or moderate -income household whose
income is within specific income levels set forth by U.S. HUD.
2016.1 2
U.S. HUD or HUD: The United States Department of Housing and Urban Development.
ARTICLE II
BASIC REQUIREMENTS
The following documents must be approved by the CITY and must be on file with the Department
prior to the CITY's execution of this Agreement:
2.1 The Work Program submitted by the BUSINESS to the CITY which shall become attached
hereto as Exhibit "B" to this Agreement and shall include the following:
2.1.1 The description section shall detail the activities to be carried out by the
BUSINESS. It should specifically describe the activities to be carried out as a result
of the expenditure of CDBG Funds. Where appropriate it should list measurable
objectives, define the who, what, where and when of the project, and in general
detail how these activities will ensure that the intended beneficiaries will be served.
2.1.2 The schedule of activities and measurable objectives play an essential role in the
grant management system. The schedule should provide projected milestones and
deadlines for the accomplishment of tasks in carrying out the Work Program. These
projected milestones and deadlines are a basis for measuring actual progress during
the term of this Agreement. These items shall be in sufficient detail to provide a
sound basis for the CITY to effectively monitor performance by the BUSINESS
under this Agreement.
2.1.3 Should start-up time for the Work Program be required or in the event of the
occurrence of any delays in the activities thereunder, the BUSINESS shall
immediately notify the Department in writing, giving all pertinent details and
indicating when the Work Program shall begin and/or continue. It is understood
and agreed that the BUSINESS shall maintain the level of activities and
expenditures in existence prior to the execution of this Agreement. Any activities
funded through or as a result of this Agreement shall not result in the displacement
of employed workers, impair existing agreements for services or activities, or result
in the substitution of funds allocated under this Agreement for other funds in
connection with work which would have been performed in the absence of this
Agreement.
2.2 The Compensation and Budget Summary attached hereto as Exhibit "C", including the
BUSINESS's Budget Narrative.
2.3 A list of the BUSINESS's present officers and members of the Board (names, addresses,
and telephone numbers) (if applicable).
2.4 A list of key staff persons (with their titles) who will carry out the Work Program.
2.5 Completion of an Authorized Representative Statement.
2.6 Completion of a Statement of Sound Fiscal Management.
2.7 A copy of the BUSINESS's corporate personnel policies and procedures (if applicable).
2016.1 3
2.8 Job description and resumes for all positions funded in whole or in part under this
Agreement (if applicable).
2.9 Copy of the BUSINESS's last federal income tax return.
2.10 The following corporate documents:
(i) Bylaws, resolutions, and incumbency certificates for the BUSINESS, certified by the
BUSINESS's Corporate Secretary, authorizing the consummation of the transactions
contemplated hereby, all in a form satisfactory to the CITY (if applicable).
2.11 ADA Certification.
2.12 Drug Free Certification.
2.13 All other documents reasonably required by the CITY.
ARTICLE III
TERMS AND PROCEDURES
3.1 CITY AUTHORIZATION. For the purpose of this Agreement, the Department will act on
behalf of the CITY in the fiscal control, programmatic monitoring and modification of this
Agreement, except as otherwise provided in this Agreement.
3.2 EFFECTIVE DATE AND TERM:
The Effective date of this agreement is August 1, 2021 to July 31, 2022
3.3 OBLIGATIONS OF BUSINESS. The BUSINESS shall carry out the services and
activities as prescribed in its Work Program, which is attached and incorporated herein and made
a part of this Agreement, in a manner that is lawful, and satisfactory to the CITY, and in accordance
with the written policies, procedures, and requirements as prescribed in this Agreement, and as set
forth by HUD and the CITY.
3.4 POLICIES AND PROCEDURES MANUAL. This Agreement is subject to the current
Federal regulations as may be amended. The BUSINESS is aware of and accepts the Policies and
Procedures Manual for Community Development Block Grant as the official document which
outlines the fiscal, administrative and federal guidelines which shall regulate the day-to-day
operations of the BUSINESS. The Policies and Procedures Manual for Community Development
Block Grant is incorporated herein and made part of this Agreement. The City of Miami reserves
the right to update this Policies and Procedures Manual via Program Directives. These Program
Directives and updated versions of this Policies and Procedures Manual shall be incorporated and
made a part of this Agreement.
3.5 LEVEL OF SERVICE. Should start-up time for the Work Program be required or in the
event of the occurrence of any delays in the activities thereunder, the BUSINESS shall
immediately notify the Department in writing, giving all pertinent details and indicating when the
Work Program shall begin and/or continue. It is understood and agreed that the BUSINESS shall
maintain the level of activities and expenditures in existence prior to the execution of this
Agreement. Any activities funded through or as a result of this Agreement shall not result in the
displacement of employed workers, impair existing agreements for services or activities, or result
2016.1 4
in the substitution of funds allocated under this Agreement for other funds in connection with work
which would have been performed in the absence of this Agreement.
Following HUD -issued Coronavirus Aid, Relief, and Economic Security Act waivers, this
Agreement was authorized to provide services with CDBG funds to prevent, prepare for, and
respond to the novel coronavirus pandemic.
ARTICLE IV
FUNDING AND DISBURSEMENT REQUIREMENTS
4.1 COMPENSATION. The amount of compensation payable by the CITY to the BUSINESS
shall be pursuant to the rates, schedules and conditions described in Exhibit "C" attached hereto
and incorporated into this Agreement.
4.2 INSURANCE. At all times during the term hereof, the BUSINESS shall maintain
insurance acceptable to the CITY. Prior to commencing any activity under this Agreement, the
BUSINESS shall furnish to the CITY original certificates of insurance indicating that the
BUSINESS is in compliance with the provisions described in Exhibit "G" attached hereto, and
incorporated into this Agreement.
4.3 FINANCIAL ACCOUNTABILITY. The CITY reserves the right to audit the records of
the BUSINESS at any time during the performance of this Agreement and for a period of five (5)
years after its expiration/termination. The BUSINESS agrees to provide all financial and other
applicable records and documentation of services to the CITY. Any payment made shall be subject
to reduction for amounts included in the related invoice which are found by the CITY, on the basis
of such audit and at its sole discretion, not to constitute reasonable and necessary expenditures.
Any payments made to the BUSINESS are subject to reduction for overpayments on previously
submitted invoices.
4.4 RECAPTURE OF FUNDS. The CITY reserves the right to recapture funds in the event
that the BUSINESS shall fail: (i) to comply with the terms of this Agreement, or (ii) to accept
conditions imposed by the CITY at the direction of the federal, state and local agencies.
4.5 CONTINGENCY CLAUSE. Funding pursuant to this Agreement is contingent on the
availability of funds and continued authorization for CDBG Program activities, and is also subject
to amendment or termination due to lack of funds or authorization, reduction of funds, and/or
changes in regulations.
ARTICLE V
AUDIT REQUIREMENTS
5.1 As a necessary part of this Agreement, the BUSINESS shall adhere to the following audit
requirements, as applicable:
5.1.1 If the BUSINESS expends $750,000 or more in federal funds during its fiscal year,
it shall have a Single or a Program -Specific Audit conducted for that year. Such
2016.1 5
Audit must be conducted in accordance with General Accepted Government
Auditing Standards (GAGAS.)
a) Single Audit. A single audit must be conducted in accordance with 2 CFR
200.514 "Scope of Audit", except when the BUSINESS elects to have a
Program -Specific Audit conducted in accordance with paragraph b) of this
section.
b) Program -Specific Audit. When a BUSINESS expends federal awards under
only one federal program and the federal program's statutes, regulations, or the
terms and conditions of the federal award do not require a financial statement
audit of the BUSINESS, the BUSINESS may elect to have a Program -Specific
Audit conducted in accordance with 2 CFR 200.507 "Program -Specific
Audits".
The auditor must:
(i) Perform an audit of the financial statement(s) for the Federal program
in accordance to GAGAS;
(ii) Obtain an understanding of internal controls and perform tests of
internal controls over the Federal program consistent with the
requirements of 2 CFR 200.514(c) to ensure compliance with
procedures;
(iii) Perform procedures to determine whether the BUSINESS has complied
with Federal statutes, regulations, and the terms and conditions of
Federal awards that could have a direct and material effect on the
Federal program consistent with the requirements of 2 CFR 200.514(d).
(iv) Follow up on prior audit fmdings, perform procedures to assess the
reasonableness of the summary schedule of prior audit findings
prepared by the BUSINESS in accordance with the requirements of 2
CFR 200.511 "Audit findings follow-up", and report, as a current year
audit finding, when the auditor concludes that the summary schedule of
prior audit findings materially misrepresents the status of any prior audit
fording; and
(v) Report any audit findings consistent with the requirements of 2 CFR
200.516 "Audit findings".
The auditor's report(s) must state that the audit was conducted in accordance
with this 2 CFR 200.507 "Program -Specific Audits" and include the following:
(i) An opinion (or disclaimer of opinion) as to whether the financial
statement(s) of the Federal program is presented fairly in all material
respects in accordance with the stated accounting policies;
(ii) A report on internal control related to the Federal program, which must
describe the scope of testing of internal control and the results of the
tests;
(iii) A report on compliance which includes an opinion (or disclaimer of
opinion) as to whether the BUSINESS complied with laws, regulations,
2016.1 6
and the terms and conditions of Federal awards which could have a
direct and material effect on the Federal program; and
(iv) A schedule of fmdings and questioned costs for the Federal program
that includes a summary of the auditor's results relative to the Federal
program in a format consistent with 2 CFR 200.515 "Audit reporting",
paragraph (d)(1) and findings and questioned costs consistent with the
requirements of 2 CFR 200.515 "Audit reporting", paragraph (d)(3).
5.1.2 If the BUSINESS expends less than $750,000 in federal funds during its fiscal year,
it is exempted from federal audit requirements for that year and consequently the
audit cost is not a reimbursable expense. The CITY, however, may request the
BUSINESS to have a limited scope audit for monitoring purposes. These limited
scope audits will be paid for and arranged by the CITY and address only one or
more of the following types of compliance requirements: activities allowed or
unallowed; allowable costs/cost principles; eligibility; matching, level of effort,
earmarking; and, reporting.
All reports presented to the CITY shall, where applicable, include sufficient information
to provide a proper perspective for judging the prevalence and consequences of the
findings, such as whether an audit finding represents an isolated instance or a systemic
problem. Where appropriate, instances identified shall be related to the universe and the
number of cases examined and quantified in terms of dollar value.
ARTICLE VI
RECORDS AND REPORTS
6.1 The BUSINESS shall establish and maintain sufficient records to enable the CITY to
determine whether the BUSINESS has met the requirements of the CDBG Program.
6.2 RETENTION AND ACCESSIBILITY OF RECORDS:
6.2.1 The Department shall have the authority to review the BUSINESS's records, for a
period of five (5) years from the expiration/termination of this Agreement (the
"Retention Period"). All books of account and supporting documentation shall be
kept by the BUSINESS at least until the expiration of the Retention Period.
The BUSINESS shall maintain records sufficient to meet the requirements of 24
CFR 570.506. All records and reports required herein shall be retained and made
accessible as provided thereunder. The BUSINESS further. agrees to abide by
Chapter 119, Florida Statutes, as the same may be amended from time to time,
pertaining to public records. BUSINESS understands that the public shall have access,
at all reasonable times, to all documents and information pertaining to CITY Agreements,
subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the
CITY and the public to all documents subject to disclosure under applicable laws.
BUSINESS' failure or refusal to comply with the provisions of this section shall result in
the immediate cancellation of this Agreement by the CITY. The BUSINESS shall
specifically require all sub -contractors to comply with this paragraph.
2016.1 7
Upon completion of the Agreement, BUSINESS shall transfer, at no cost, to the CITY all
public records in possession of the BUSINESS or keep and maintain public records required
by the CITY to complete the Agreement. If the BUSINESS transfers all public records to
the CITY upon completion of the Agreement, the BUSINESS shall destroy any duplicate
public records that are exempt or confidential and exempt from disclosure requirements. If
the BUSINESS keeps and maintains public records upon completion of the Agreement, the
BUSINESS shall meet all applicable requirements for retaining public records.
Notwithstanding the foregoing, BUSINESS shall be permitted to retain any public records
that make up part of its work product solely as required for archival purposes, as required
by law, or to evidence compliance with the terms of the Agreement.
Should BUSINESS determine to dispute any public access provision required by Florida
Statutes, then BUSINESS shall do so at its own expense and at no cost to the CITY.
IF BUSINESS HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO BUSINESS' DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS AGREEMENT AS A PUBLIC CONTRACT, PLEASE
CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE
NUMBER 305-416-1800, EMAIL: PUBLICRECORDS(a,MIAMIGOV.COM, AND
MAILING ADDRESS: PUBLIC RECORDS C/O OFFICE OF THE CITY ATTORNEY,
9TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2' AVENUE, MIAMI,
FLORIDA 33133 OR THE CITY'S DEPARTMENT OF HOUSING & COMMUNITY
DEVELOPMENT'S CUSTODIAN OF RECORDS AT 2ND FLOOR, 14 NORTHEAST
1ST AVENUE, MIAMI, FLORIDA 33132.
The BUSINESS shall ensure that the Agreement Records shall be at all times
subject to and available for full access and review, inspection and audit by the
CITY, federal personnel and any other personnel duly authorized by the CITY.
6.2.2 If the CITY or the BUSINESS has received or given notice of any kind indicating
any threatened or pending litigation, claim or audit arising out of the activities
pursuant to the project, the activities and/or the Work Program or under the terms
of this Agreement, the Retention Period shall be extended until such time as the
threatened or pending litigation, claim or audit is, in the sole and absolute discretion
of the Department fully, completely and finally resolved.
6.2.3 The BUSINESS shall notify the Department in writing, both during the term of this
Agreement and after its expiration/termination as part of the fmal closeout
procedure, of the address where all Agreement Records will be retained.
6.2.4 The BUSINESS shall obtain the prior written consent of the Department for the
disposal of any Agreement Records within one year after the expiration of the
Retention Period.
6.3 PROVISION OF RECORDS:
6.3.1 At any time upon request by the Department, the BUSINESS shall provide all
Agreement Records to the Department. The requested Agreement Records shall
become the property of the Department without restriction, reservation, or
limitation on their use. The Department shall have unlimited rights to all books,
articles, or other copyrightable materials developed in the performance of this
Agreement. These rights include the right of royalty -free, nonexclusive, and
2016.1 8
irrevocable license to reproduce, publish, or otherwise use, and to authorize others
to use the Work Program for public purposes.
6.3.2 If the BUSINESS receives funds from, or is under regulatory control of, other
governmental agencies, and those agencies issue monitoring reports, regulatory
examinations, or other similar reports, the BUSINESS shall provide a copy of each
such report and any follow-up communications and reports to the Department
immediately upon such issuance, unless such disclosure would be prohibited by
any such issuing agency.
6.4 MONITORING. The BUSINESS shall permit the Department and other persons duly
authorized by the Department to inspect all Agreement Records, facilities, goods, and activities of
the BUSINESS 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
BUSINESS. Following such inspection or interviews, the Department will deliver to the
BUSINESS a report of its findings. The BUSINESS will rectify all deficiencies cited by the
Department within the specified period of time set forth in the report or provide the Department
with a reasonable justification for not correcting the same. The Department will determine, in its
sole and absolute discretion, whether or not the BUSINESS's justification is acceptable.
The CITY will carry out monitoring and evaluation activities, including visits and observations by
CITY staff. The BUSINESS shall ensure the cooperation of its employees and its Board members
in such efforts. Any inconsistent, incomplete, or inadequate information, either received by the
CITY or obtained through monitoring and evaluation by the CITY, shall constitute cause for the
CITY to terminate this Agreement.
6.5 RELATED PARTIES. The term "related -party transaction" includes, but is not limited to,
a for -profit or nonprofit subsidiary or affiliate organization, an organization with an overlapping
Board of Directors and an organization for which the BUSINESS is responsible for appointing
memberships. Upon forming the relationship or if already formed, before of at the time of
execution of this Agreement, the BUSINESS shall report such relationship to the Department.
Any supplemental information shall be promptly reported to the Department. The BUSINESS
shall report to the Department the name, purpose for and any and all other relevant information in
connection with any related -party transaction.
6.6 PROGRESS REPORTS. Intentionally deleted.
ARTICLE VII
OTHER CDBG PROGRAM REQUIREMENTS
7.1 The BUSINESS shall maintain current documentation that its activities are CDBG eligible
in accordance with 24 CFR 570.201(e).
7.2 The BUSINESS shall comply with all applicable provisions of 24 CFR 570 and shall carry
out each activity in compliance with all applicable federal laws and regulations described therein.
2016.1 9
7.3 The BUSINESS shall, to the greatest extent possible, give low -and -moderate -income
residents of the service areas opportunities for training and employment.
7.4 NON-DISCRIMINATION. The BUSINESS shall not discriminate on the basis of race,
color, national origin, sex, religion, age, marital or family status or handicap in connection with
the activities and/or the Work Program or its performance under this Agreement.
Furthermore, the BUSINESS agrees that no otherwise qualified individual shall, solely by reason
of his/her race, sex, color, creed, national origin, age, marital status or handicap, be excluded from
the participation in, be denied benefits of, or be subjected to discrimination under any program or
activity receiving federal financial assistance.
7.5 The BUSINESS shall carry out its Work Program in compliance with all federal laws and
regulations, including those described in 24 CFR 570 Subpart K, ("Other Program Requirements")
of the CDBG Program regulations.
7.6 The BUSINESS and its subcontractors shall comply with the Davis -Bacon Act, the Lead -
Based Paint Poisoning Prevention Act, and any other applicable laws, ordinances and regulations.
7.7 The BUSINESS shall abide by the Federal Labor Standards provisions of U.S. HUD Form
4010 incorporated herein as part of this Agreement.
7.8 UNIFORM ADMINISTRATIVE REQUIREMENTS. The BUSINESS shall comply with
the requirements and standards of 2 CFR 200, "Uniform Administrative Requirements, Cost
Principles, and Audit Requirements for Federal Awards", as set forth under Subpart D—"Post
Federal Award Requirements" and Subpart E—"Cost Principles."
7.9 RELIGIOUS ORGANIZATIONS/CONSTITUTIONAL PROHIBITION. If the
BUSINESS is or was created by a religious organization, the BUSINESS agrees that all CDBG
Funds disbursed under this Agreement shall be subject to the conditions, restrictions, and
limitations of 24 CFR 570.200(j).
In accordance with the First Amendment of the United States Constitution, particularly regarding
the relationship between church and State, as a general rule, CDBG assistance may not be used for
religious activities as provided in 24 CFR 570.200(j). The BUSINESS shall comply with those
requirements and prohibitions when entering into subcontracts.
7.10 REVERSION OF ASSETS. Upon expiration/termination of this Agreement, the
BUSINESS must transfer to the CITY any unused CDBG Funds at the time of
expiration/termination and any accounts receivable attributable to the use of CDBG Funds.
7.11 ENFORCEMENT OF THIS AGREEMENT. Any violation of this Agreement that remains
uncured thirty (30) days after the BUSINESS's receipt of notice from the CITY (by certified or
registered mail) of such violation may, at the option of the CITY, be addressed by an action for
damages or equitable relief, or any other remedy provided at law or in equity. In addition to the
remedies of the CITY set forth herein, if the BUSINESS fails to comply with the terms of this
Agreement, the CITY may suspend or terminate this Agreement in accordance with 24 CFR 85.43,
as set forth more fully below in Article IX of this Agreement.
7.12 The BUSINESS shall not assume the CITY's environmental responsibilities described at
24 CFR 570.604 of the CDBG Program regulations nor the CITY's responsibility for initiating the
review process under Executive Order 12372.
2016.1
10
7.13 USE OF FUNDS FOR LOBBYING PROHIBITED. The expenditure of Agreement funds
for the purpose of lobbying the Legislature, judicial branch, or a state agency are expressly
prohibited.
ARTICLE VIII
PROGRAM INCOME
2 CFR 200.307
8.0 Program Income: Intentionally deleted.
ARTICLE IX
REMEDIES, SUSPENSION, TERMINATION
2 CFR 200.338 and 200.339
9.1 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 BUSINESS, 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 BUSINESS an
amount in excess of the total sum provided by this Agreement.
It is hereby understood by and between the CITY and the BUSINESS that any payment made in
accordance with this Agreement to the BUSINESS shall be made only if the BUSINESS is not in
default under the terms of this Agreement. If the BUSINESS is in default, the CITY shall not be
obligated and shall not pay to the BUSINESS any sum whatsoever.
If the BUSINESS fails to complywith any term of this Agreement, the CITY may take one or
more of the following courses of action:
9.1.1 Temporarily withhold cash payments pending correction of the deficiency by the
BUSINESS, or such more severe enforcement action as the CITY determines is
necessary or appropriate.
9.1.2 Disallow (that is, deny both the use of funds and matching credit) for all or part
of the cost of the activity or action not in compliance.
9.1.3 Wholly or partially suspend or terminate the current CDBG Funds awarded to the
BUSINESS.
9.1.4 Withhold further CDBG grants and/or loans for the BUSINESS.
9.1.5 Take all such other remedies that may be legally available.
Notwithstanding any other provision of this Agreement, if the BUSINESS fails to comply with
any term of this Agreement, the BUSINESS, at the sole discretion of the City, shall pay to the City
an amount equal to the current market value of any real property, under the BUSINESS' s control,
2016.1
11
acquired or improved in whole or in part with CDBG Funds (including CDBG Funds provided to
the BUSINESS in the form of a loan and/or grant), less any portion of the value attributable to
expenditures of non-CDBG funds for the acquisition of, or improvement to, the property. The
payment is program income to the City.
9.2 SUSPENSION.
9.2.1 The Department may, for reasonable cause, temporarily suspend the BUSINESS's
operations and authority to obligate funds under this Agreement or withhold
payments to the BUSINESS pending necessary corrective action by the
BUSINESS, or both. Reasonable cause shall be determined by the Department in
its sole and absolute discretion, and may include:
(i) Ineffective or improper use of the CDBG Funds by the BUSINESS;
(ii) Failure by the BUSINESS to comply with any term or provision of this
Agreement;
(iii) Failure by the BUSINESS to submit any documents required by this
Agreement; or
(iv) The BUSINESS's submittal of incorrect or incomplete documents.
9.2.2 The Department may at any time suspend the BUSINESS's authority to obligate
funds, withhold payments, or both.
9.2.3 The actions described in paragraphs 9.2.1 and 9.2.2 above may be applied to all or
any part of the activities funded by this Agreement.
9.2.4 The Department will notify the BUSINESS in writing of any action taken pursuant
to this Article, by certified mail, return receipt requested, or by in person delivery
with proof of delivery. The notification will include the reason(s) for such action,
any conditions relating to the action taken, and the necessary corrective action(s).
9.3 TERMINATION.
9.3.1 Termination Because of Lack of Funds. In the event the CITY does not receive
funds to finance this Agreement from its funding source, or in the event that the
CITY's funding source de -obligates the funds allocated to fund this Agreement, the
Department may terminate this Agreement upon not less than twenty-four (24)
hours prior notice in writing to the BUSINESS. Said notice shall be delivered by
certified mail, return receipt requested, or by in person delivery with proof of
delivery. In the event that the CITY's funding source reduces the CITY's
entitlement under the CDBG Program, the CITY shall determine, in its sole and
absolute discretion, the availability of funds for the BUSINESS pursuant to this
Agreement.
9.3.2 Termination for Breach. The Department may terminate this Agreement, in whole
or in part, in the event the Department determines, in its sole and absolute
discretion, that the BUSINESS is not compliant with any term or provision of this
Agreement.
2016.1
12
The Department may terminate this Agreement, in whole or in part, in the event
that the Department determines, in its sole and absolute discretion, that there exists
an event of default under and pursuant to the terms of any other agreement or
obligation of any kind or nature whatsoever of the BUSINESS to the CITY, direct
or contingent, whether now or hereafter due, existing, created or arising.
9.3.3 Unless the BUSINESS's breach is waived by the Department in writing, the
Department may, by written notice to the BUSINESS, terminate this Agreement
upon not less than twenty-four (24) hours prior written notice. Said notice shall be
delivered by certified mail, return receipt requested, or by in person delivery with
proof of delivery. Waiver of breach of any provision of this Agreement shall not
be deemed to be a waiver of any other breach and shall not be construed to be a
modification of the terms of this Agreement. The provisions hereof are not
intended to be, and shall not be, construed to limit the Department's right to legal
or equitable remedies.
ARTICLE X
MISCELLANEOUS PROVISIONS
10.1 INDEMNIFICATION. The BUSINESS shall indemnify, hold harmless, and defend the
CITY, its officers, agents, directors, and/or employees, from liabilities, damages, losses,
judgments, and costs, including, but not limited to reasonable attorney's fees, to the extent caused
by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of
BUSINESS and persons employed or utilized by BUSINESS in the performance of this Contract.
BUSINESS shall, further, hold the CITY, its officials and/or employees, harmless for, and defend
the CITY, its officials and/or employees against, any civil actions, statutory or similar claims,
injuries or damages arising or resulting from the permitted work, even if it is alleged that the CITY,
its officials and/or employees were negligent. These indemnifications shall survive the term of this
Contract. In the event that any action or proceeding is brought against the City by reason of any
such claim or demand, the BUSINESS shall, upon written notice from the CITY, resist and defend
such action or proceeding by counsel satisfactory to the CITY. The BUSINESS expressly
understands and agrees that any insurance protection required by this Agreement or otherwise
provided by the BUSINESS shall in no way limit the responsibility to indemnify, keep and save
harmless and defend the CITY or its officers, employees, agents and instrumentalities as herein
provided.
The indemnification provided above shall obligate the BUSINESS to defend, at its own expense,
to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense,
at the CITY'S option, any and all claims of liability and all suits and actions of every name and
description which may be brought against the CITY whether performed by the BUSINESS, or
persons employed or utilized by BUSINESS.
This indemnity will survive the cancellation or expiration of the Agreement. This indemnity will
be interpreted under the laws of the State of Florida, including without limitation and
2016.1
13
interpretation, which conforms to the limitations of §725.06 and/or §725.08, Florida Statutes, as
applicable.
The BUSINESS shall require all Sub -contractor agreements to include a provision that they will
indemnify the CITY.
The BUSINESS agrees and recognizes that the CITY shall not be held liable or responsible for
any claims which may result from any actions or omissions of the BUSINESS in which the CITY
participated either through review or concurrence of the BUSINESS's actions. In reviewing,
approving or rejecting any submissions by the BUSINESS or other acts of the BUSINESS, the
CITY in no way assumes or shares any responsibility or liability of the BUSINESS, who is a
Subrecipient under this Agreement, or any Sub-Subrecipients under this Agreement.
10.2 AMENDMENTS. No amendments to this Agreement shall be binding unless in writing
and signed by both parties hereto. Budget modifications shall be approved by the Department in
writing.
10.3 OWNERSHIP OF DOCUMENTS. All documents developed by the BUSINESS under this
Agreement shall be delivered to the CITY upon completion of the activities required pursuant to
this Agreement and shall become the property of the CITY, without restriction or limitation on
their use, if requested by the CITY. The BUSINESS agrees that all documents maintained and
generated pursuant to this Agreement shall be subject to all provisions of the Public Records Law,
Chapter 119, Florida Statutes.
It is further understood by and between the parties that any document, which is given by the CITY
to the BUSINESS pursuant to this Agreement, shall at all times remain the property of the CITY
and shall not be used by the BUSINESS for any other purpose whatsoever without the prior written
consent of the CITY.
10.4 AWARD OF AGREEMENT. The BUSINESS warrants that it has not employed or
retained any person 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 employed by the CITY any fee, commission,
percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this
Agreement.
10.5 NON-DELEGABILITY. The obligations undertaken by the BUSINESS 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 granted or withheld in the CITY's sole
discretion.
10.6 CONSTRUCTION OF AGREEMENT. This Agreement shall be construed and enforced
according to the laws of the State of Florida.
10.7 CONFLICT OF INTEREST.
10.7.1 The BUSINESS covenants that no person under its employ who presently exercises
any functions or responsibilities in connection with CDBG Program funded
activities has any personal financial interest, direct or indirect, in this Agreement.
The BUSINESS further covenants that, in the performance of this Agreement, no
person having such a conflicting interest shall be employed. Any such interest on
2016.1
14
the part of the BUSINESS or its employees must be disclosed in writing to the
CITY.
10.7.2 The BUSINESS is aware of the conflict of interest laws of the City of Miami (City
of Miami Code Chapter 2, Article V), Dade County, Florida (Dade County Code
Section 2-11-1), the State of Florida (Chapter 112, Florida Statutes), and 24 CFR
570.611 and agrees that it shall comply in all respects with the terms of the same.
10.7.3 In all other cases, the BUSINESS shall comply with the standards contained within
24 CFR 570.611
10.8 PROCUREMENT. The BUSINESS shall comply with the standards contained within 2
CFR 200 Subpart D, "Post Federal Award Requirements."
10.9 NO OBLIGATION TO RENEW. Upon expiration of the term of this Agreement, the
BUSINESS agrees and understands that the CITY has no obligation to renew this Agreement.
10.10 ENTIRE AGREEMENT. This instrument and its attachments constitute the only
agreement of the parties hereto relating to the CDBG Funds and sets forth the rights, duties, and
obligations of each of the parties hereto 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.
10.11 GENERAL CONDITIONS:
10.11.1 All notices or other communications which shall or may be given pursuant to this
Agreement shall be in writing and shall be delivered by in person delivery or by
registered mail addressed to the other party at the address indicated herein or as
the same may be changed from time to time, upon notice in writing. Such notice
shall be deemed given on the day on which personally served, or, if by mail, on
the fifth day after being posted or the date of actual receipt, whichever is earlier.
CITY OF MIAMI
George Mensah, Director
Department of Housing & Community Development
One Flagler Building
14 NE 1st Avenue, Second Floor
Miami, Florida 33132
BUSINESS
INNER OUTER WELLNESS LLC
2963 DAY AVE
MIAMI, FL 33133
10.11.2 Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
2016.1
15
10.11.3 In the event of conflict between the terms of this Agreement and any terms or
conditions contained in any attached documents, the terms in this Agreement shall
control.
10.11.4 No waiver of 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.
10.11.5 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 to conform with such laws, then same shall be deemed severed,
and in either event, the remaining terms and provisions of this Agreement shall
remain unmodified and in full force and effect.
10.12 INDEPENDENT CONTRACTOR. The BUSINESS and its 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 Ordinances of the CITY or any
rights generally afforded classified or unclassified employees; further, they shall not be deemed
entitled to the Florida Worker's Compensation benefits as employees of the CITY.
10.13 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto,
and their respective heirs, executors, legal representatives, successors, and assigns.
10.14 BUSINESS CERTIFICATION. The BUSINESS 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 BUSINESS'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 BUSINESS to act in connection with this
Agreement and to provide such information as may be required.
10.15 WAIVER OF JURY TRIAL. Neither the BUSINESS, nor any assignee, successor, heir or
personal representative of the BUSINESS, 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 BUSINESS, 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.
10.16 CLOSE OUT. When the City determines that all required work under the Agreement has
been completed or upon the expiration or termination of the BUSINESS Agreement, the CITY
shall require the BUSINESS to provide final versions of all financial, performance, and other
reports. These reports may include, but are not limited to:
2016.1
16
• Cumulative Expenditure Report
• Release Form
• DCED Final Property Inventory Report
• Contract Close -Out Tax Certification Form
• Agency Submittal of Close -Out Form
10.17 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.
2016.1
17
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by
their respective officials thereunto duly authorized on the date above written.
AUTHORIZED REPRESENTATIVE:
Name: KEMY JOSEPW Date:
Title: PRESIDENT
CITY OF MIAMI, a municipal
Corporatio 1 •' the State of Florida
0•
Arthur ':' 'ega
City Man • r
D
APPROVED AS TO INSURANCE
REQUIREMENTS
Digitally signed by Gomez,
Gor'neZ FrankFrank
r Date: 2021.08.1210:57:14
-04'00'
Ann -Marie Sharpe
Risk Management
Date:
BUSINESS
INNER OUTER WELLNESS LLC
2963 DAY AVE
MIAMI, FL 33133
a Florida limited liability company
ATTEST:
ame:
Title: r(Crit') 4. frO
Corporate Seal:
A IThST:
Todd B. Hannba.� ate:
City Clerk j '3o (co 1
APPROVED AS TO FORM AND
CORRECTNESS:
9a- 4 L. 7/de.t. a/6/5
Victoria M ndez Date:
City Attorney
RFA #21-I878
2016.1
18
EXHIBIT A • •
CERTIFICATE OF AUTRORITY AND INCUMBENCY
WHEREAS, INNER OUTER WELLNESS LLC desires tp grant signing authority to
certain person(s) described hereunder, .
RESOLVED, the above -named Limited Liability, Conipay has one(1) Member, KEMY
JOSEPH. KEMY JOSEPH, who is authorized to enter. into a:Community Development Block
•
Grant Agreement with the City of Miami for IVlicroenterprise Activities in the amount of
$15,000.90, as funded by the City of Miami Resolution R721-09,64 as authorized on February 11,
2021. KEMY JOSEPH is hereby duly authorized to sign all documents necessary to obtain said
grant funds and bind INNER OUTER WELLNESS LLC to the. Grant Agreement.
I, the undersigned, hereby certify that I am the, dUly authOrized Member of the above -named' • ,
Limited Liability Company, a Limited Liability Company duly formed pursuant to the laws of the
state of Florida, and that this Certificate of Authority and Incumbency is now in full force and effect
without modification or rescission.
IN WITNESS WHEREOF, I have executed my name as the sole Member of the above -
named Limited Liability Company on this Vj day of V-A-.7 ---7)7T77— 20 -a I .
Authorized Representative:
g//012,
Date
Title: OWNER
STATE.OF FLORIDA
'CCiUNTY OF MIAMI-DADE
The feregoing instrument was acknowledged before me by means ofAphysical presence or o
online notarization, this / 6°" day of 4-f.A.5. LA.Sr 20 -21 by
er,b) of INNER OUTER WELLNESS LLC, a Florida
Limited liability company,..on behalf of the company. He/she is personally known to me or has
produCe& FT071 " PrZ,4; C as identification.
gnature of N
[Notary Seal]:
,e4Nt 1.41:41Z eiCtt R
My CommIssionAv 9480.1
%Om., Expires 01/21/2024'p'
EXHIBIT B
BUSINESS CONTINUITY MICROENTERPRISE ASSISTANCE PROGRAM II
WORK PROGRAM
Special Economic Development: 24CFR 570.201 (o)
Under this category, grantees and other public or private organizations may use CDBG funds to
facilitate economic development through the establishment, stabilization and expansion of
microenterprises.
"Microenterprise" means a business having five or fewer employees, one or more of whom owns
the business.
National Objective:
1. The BUSINESS owner understands that the National Objective for this activity is
assistance to low and moderate income persons who owns a microenterprise.
2. The HUD matrix code associated with this activity is:
• 18C Economic Development: Micro -Enterprise Assistance
A. BUSINESS receiving assistance must be located within the City of Miami.
B. BUSINESS Owner understands that the National Objective for this program is assistance
to low to moderate income households.
C. Attached hereto and made part of this contract is the approved business information
(Business Information Form). BUSINESS Owner understands and agrees that only
activities related and included in the business description are allowable under this contract.
BUSINESS understands that changing the type of business will result in non-compliance
with the program requirements, and is therefore a breach under this Agreement. The
BUSINESS information is summarized as follows:
BUSINESS address: 2963 Day Ave, Miami, FL 33133
BUSINESS description: Educational & Business Consultant
BUSINESS product/service: (Virtual) Trainings, Speeches, & Coaching
The BUSINESS has been in operation since: 1/7/2019
D. BUSINESS Owner needs to be certified with the City of Miami as a low to moderate
income household.
E. BUSINESS Owner acknowledges that their business is a for -profit entity.
F. BUSINESS Owner is required to demonstrate that the business has five_(5) or fewer
employees (including owner). The BUSINESS currently employs: r. 1 Ti full time
and r 0, -1 part time.
G. The BUSINESS Owner agrees to be_ .assigned to work with a Contract Compliance
Analyst that will provide technical assistance with the program requirements including
but not limited to contract completion, di sbursementrequests, performance reviews and
gathering any other information needed to ensure program compliance.
Id : BUSINESS Owner must have all the valid and applicable City of Miami and Miami -
Dade County business licenses (Business Tax Receipt and Certificate of Use) and any
other "professional, licenses before, this contract is executed
a. BUSINESS Owner must provide "copies'of all licenses to the DHCD:
The expenditures occurred under this Work Program shall be subject to review and approv,
The City.
Authorized Representative:`
Title: OWNER
STATE OF FLORIDA •
COUNTY.OF MIAMIDARE
The foregoing instrument was acknowledged before me by means of ozeilysical presence or o
Online* notarization;this` " % day of AA., /` 20-2 / by
Ke,.8.t 7 %T & of INNER OUTER WELLNESS LLC, a Florida
Limited Liability Com any, on bea1f of the company. He/she is personally known to me or has
produced IF : it 4 . %i C as identification.
Notary Public Sta got Fsorida"1
�° '' Jeff'Catanach'�� < 0
' My Commission GG 941,074) '
aM1dExpires011212024 st
J
EXHIBIT C
COMPENSATION AND BUDGET SUMMARY
A. The City shall pay on behalf of the BUSINESS or to the BUSINESS, a maximum compensation
pursuant to this Agreement,the sum of S45,000.00.
B. BUSINESS Owner understands and agrees that, all payments shall be in compliance with the
approved program line -item (Itemized) budget attached hereto and for the approved business.
Payments that not directly related to the businessoperation, or that at not approved will not be
allowed. . •
C BUSINESS Owner understands and 'agrees thatbusiness' operational needs shouldbe reviewed with
the Contract Compliance Anglia prior to submitting a budget. •
D. BUSINESS.Owner understands and agrees that payments will be made directly to the vendor on
behalf of the BUSINESS or reimbursed to the owner after 'aPproval. Each written request for
disbursement shall contain a statement declaring' and affirming that all expenditures are in
accordance with the appmved budget and business. All docunientation in support of each request
shall be subjeato review and approval by the CITY at the time the request is made..
E. BUSINESS Owner understands and agrees that expenses have to be allowable, necessary, and
reasonable for the approved business. Expenditures not permitted, include but are not limited to, the,
following items:
•
8
b.
c.
ci.
e.
Construction/Rehabilitation Costs
Vehicle Purchases/Leases
Alcohol purChases
Outstanding Debts
Late Fees
f. Credit Card Payments
g. Vehicle Repairs —BUSINESS
Owner must clearly demonstrate
that the vehicle is only used for
business purposes.
F. The BUSINESS must submit the final request for payment to the CITY by the expiration date or
termination date of this Agreement in a form p r vided by the DePartment. The BUSINESS shall
forfeit all rights to payment and the CITY shall not honor any request submitted thereafter. "
G. Any payment due under This Agreement may be withheld pending the receipt and approval by the
CITY of all reports, certificates and licenses due from BUSINESS and/or BUSINESS Owner as part
of this Agreement and any Modifications thereto.
Authonied
Print Name: KEMY JOSEPH
Title: OWNER
STATE OF FLORIDA
COUNTY OF MJAMI-DADE
The foregoing instrume- nt was acknowledged before me by means of 14rysical presence or a online
notarization, this - Ai- ),'!"- day of /As f- : 20 "2- / by
Ktirit y ..i7S•eip A of ER OUTER WELLNESS LLC, a Florida Limited Liability
Company, onbehalf of company. He/she is personally known to me or has produced
as identification.
Date
of No
otary Seal]:
144pir: 4otubtepD
4G 9 .13'67 4
Jeffitaneich.
or 'Cc" Expires° loiMy rrilo24 •
BUDGET FORM I
BUSINESS CONTINUITY MICROENTERPRISE ASSISTANCE PROGRAM II
ITEMIZED BUDGET NARRATIVE
Business Name: INNER OUTER WELLNESS LLC
Contract
Period: August 1, 2021 — July 31, 2022
Funding
Source: CDBG
Max. Amount
of Funding:
$15,000.00
Licenses and permits can only be reimbursed and not paid directly to vendors.
LINE ITEM
DESCRIPTION
AMOUNT
Rent Payments
$
Month(s):
Utilities
$
Month(s) & Vendor
Name(s):
Insurance
$
Vendor Name(s):
Licenses/Permits
$
Vendor Name(s):
Employee
Pay Period: 9/1/21 - 12/31/21
Employee: Kemy Joseph
15 000
$ '
Salaries
Pay Period &
Employee Name(s):
GRAND TOTAL:
Note: Grand total must not go over the maximum amount of funding.
$ 15,000
EXHIBIT D.
CERTIFICATION REGARDING LOBBYING
Certification for Contracts. Grants`Loans, and Cooperative Agreements
The undersigned certifies to the best of his or her knowledge and belief, that:
(1) No Federal appropriated funds have been paid, or will be paid, by or on behalf of the undersigned,
to any person for influencing or attempting to influence an officer or employee of an agency a Member of
Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with.
the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the
entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or
modification of any Federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid to any person for influencing or
attempting to influence an officer or employee of any agency; aMember of Congress; an officer or employee
of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan,
or cooperative agreement, the undersigned shall complete, and submit Standard. Form; LLL, "Disclosure
Form to Report Lobbying," in accordance with its instructions.
(3) This undersigned shall iequixe that the language of this certification be included in the award
documents for "All" sub -awards at all tiers (including subcontracts, sub -grants, and contracts under grants,
loans, and cooperative agreements) and that all sub -recipients shall certify and disclose accordingly.
* Note: In these instances, "All" in the Final Rule is expected to be clarified to show that it applies to
covered.'
Contract/grant transactions over $100,000 (per QMB).
This certification is a material representation of fact upo n which reliance was placed when this transaction
was made or entered into. Submission of this certification is a pre -requisite for making or entering into this
transaction imposed by' Section 1352, Title 31; U.S: Code: Any person who fails to file the required
certification shall be subject to a civil penalty' of not less than $10,000 and not'more than $100,000 for each
such failure.
Authorized Rep
Print Name: KEMVIY JOSEPH
Title: OWNER
9//0%
Date
STATE OF FLORIDA
COUNTY O1F MIAMI DADE
The foregoing instrument was aclmowledged before me by means of alliiysical presence or o online
notarization, this. _ /o day, .of /Jrus tr-�F 20 2 / by
s .e.�J k of INNER OUTER WELLNESS LLC, a Florida Limited Liability
Company, on behalf of. the company. He/she is personally known to me or has produced
k
////. d)t2w : 1-4 C , as identification.
S' of Notary
A'' tarySeal]:
, fin Notaryry Publie State'cr'Flor da e.
:' 1; Jeff Catanach�`-1 ,-ttl
IV, i My Commission GG 94a0/4 . ,-
a+. Expire!' 01121I2024 -; /
EXHIBIT E
CERTIFICATION REGARDING DEBARMENT, SUSPENSION AND OTHER
RESPONSIBILITY MATTERS PRIMARY COVERED TRANSACTIONS
1. BUSINESS 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 department or agency.
b. Have not within a three-year period preceding this proposal been convicted of or had a civil
judgement rendered against them for commission of fraud or a criminal offense in connection
with obtaining, attempting to obtain, orperforming a public (Federal, State, or local) transaction
or contract under a publictransaction;„violation of. Federal or State antihust statutes or
falsification or destruction of records, making false statements, or receiving stolen properly;
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 1.b
of this certification; and
d. Have not within a three-year period preceding this application/proposal had'one or more public
transactions (Federal, State, at local) terminated for cause or default ">
2. 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 of Miami.
Print Mime: KEMY JOSEPH
Title: OWNER
STATE OF FLORIDA.
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me by means of Erillysical presence or ❑
online notarization, this . /0-A-- day of It..14 20 Z / by
<�rrrd ,S of INNER OUTER. WELLNESS LLC, a Florida
Limiited Liability Co any; -on behalf of the company. He/she is personally known to me or has
produced %//� //c� Vm c v L, c . as identification:: - , ;
o N
Mary Seal]:
oft, Notary Public S aCfa oflori&
Jeff Catanach-'
My •CommiasiontG 848Q~14
ono* Expires 01/2112024 'ri.
EXHIBIT F
SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(A).
FLORIDA STATUTES ON PUBLIC ENTITY CRIME
THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR
OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS.
1. This sworn statement is submitted to the City of Miami, a municipal corporation of the State of Florida
By KEMY JOSEPH
(print this individual's name and title)
for INNER OUTER WELNESS LLC
(print name of entity submitting statements)
whose business address is 2963 DAY AVE, M IAM I, FL 33133
and if applicable is Federal Employer Identification Number (FEIN) is 83-3119899
If the entity has no FEIN, include the Social Security Number of the individual signing this sworn
Statement:
2. I understand that a "public entity crime" as defined in paragraph 287.133(1)(a), Florida Statutes, mean a
violation of any state or federal law by a person with respect to and directly related to the transactions of
business with any public entity or with an agency or political subdivision of any other state or with the United
States including, but not limited to any bid or contract for goods or services to be provided to any public
entity or any agency or political subdivision of any other state or of the United States and involving antitrust,
fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation.
3. I understand that "convicted" or "convection" as defined in Paragraph 287.133(1)(b), Florida Statutes
means a finding of guilt or a conviction of a public entity crime, with or without adjudication of guilt, in any
federal or state trial court of record relating to charges brought by indictment or information after July 1,
1989, as a result of a Jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere.
4. I understand that an "affiliate" as defined in paragraph 287.133(1)(a), Florida Statutes, means:
1. A predecessor or successor of a person convicted of public entity crime; or
2. An entity under the control of any natural person who is active in the management of the entity and who
has been convicted of a public entity crime. The term "affiliate" includes those officers, directors,
executives, partners, shareholders, employees, members, and agents who are active in the management
of an affiliate. The ownership by one person of shares constituting a controlling interest in another person,
or a pooling of equipment or income among persons when not for fair market value under an arm's length
agreement, shall be a prima facie case that one person controls another person. A person who knowingly
enters into a joint venture with a person who has been convicted of a public entity crime in Florida during
the preceding 36 months shall be considered an affiliate.
5. I understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes, means any natural
person or entity organized under the laws of any state or of the United States with the legal power to enter
into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let
by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term
"person" includes those officers, executives, partners, shareholders, employees, members, and agents who
are active in management of an entity.
6. Based on information and beliet the statementwhichTbave marked below is true in a relation to the entity
submitting this:- sworn - statement. -(Plean indicate • which statement annlies bv , olacinff an X).
X Neither the entity submitting this sworn statement, nor any of its officers, directors*, executives,
panels; shareholdera, employees, members, 'or agents who are active in the management of the entity, or
any affiliate ofthe' entity has been charged with and convicted of a public, entity crime within the past 36
„..
monthi.
The entity submitting this •sworn statement, or one or more of its officers, director, executives,:
partners, sbareholders, einployees, Members;or agents who are ictiVe. in the 'ininagetnent of the entity,or in
affiliate of the entity hai beentliarged with ancleonvieted 'Of a -public entity crime within the Past 36 months:
AND (Please indicate which additional statement applies). •
The 'entity:Submittingthis sworn. statenient, ot one 'or •more of its officers,!directirsexecutives,
partners; shareholders, employees, members; or agents who are active in the management of the entity; or
agents who are active in the management of the entity; At an affiliate of the' entity ha.s been charged with and
convicted �fa public entity. crime within -the past 36 months. - However, there.. has 'been_ a subsequent
proceeding before &Hearing 'Officers of the State of Florida,: Division of Administrative,_Hearings and the
Final Order by the Hearing Officer determined that it was "not in the• public interest to place the entity
submitting thissworn statement onilteconvicted vendor list (Attachedis a copy ofthe final order).,..,
. • _ . • • • _t_ •, .
I UNDERSTAND' THATTHE SUBMISSION OF THIS FORM TOTHE CONTRACTING OFFICER FOR
THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH I (ONE) ABOVE IS FOR THE PUBLIC ENTITY
ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR .
IN WHICH rr ISF1LED AND FOR, THE' PERIOD OF THE ' CONTRACT -,ENTEREI? INTO;
WHICHEVER PERIOD, IS LONGER:. I ALSO UNDERSTAND -THAT I AM REQUIRED TO INFORM
THE PUBLIC ENTITY PRIOR TO, ENTERING INTO A CONTRACT IN EXCESS OF THE
_THRESHOLD AMOUNT PROVII/ED IN SECTION 287.017, FLORIDA STATUTES, FORCATEGORY
TWOApir.cHAN9E THE INFORMATION CoNtAil*D. ENT THIS FOR c• I
- ' -
•
• •
. Authorized Re ver • . • • , - ' •
• .
. „
Print N e: KEmy JOSEPH - • Date - ' •
Title: OWNER
STATE OF FLORIDA
COUNTYOF 14EAMT-DADE -
The foregoing instrament was afilmqwledged before me by means of physical presence 9r r3
Online notarizatioALthii (0 !Jay Of - 20 2 I by
;,‹ e I • 'V crcrtp Of INNER OUTER WELLNESS LLC, a Florida
Limited 1.; ility, Company, on behalf Of the 'F'o:iriManYHe/she iiiiersonallY known to me or has
produced M : as identifidation.
-of
[Nutary Seal]
Notary Public Stateof plorida=,
Jeff Catanach--
1/4401 Petp?:TgligICV 94 -74t.
15111110 Disability Non -Discrimination Certification
PAGE 1 GUI
Certification for Contracts, Grants, Loans, and CoOperative Agreernents
The undersigned certifies_that it is. in compliance. with. and agrees to continue to comply with; and
assure that any 'subcontractor, or third . party contractor under this project complies with all
applicable requirements of, the lawa,listed_aboveincluding, but not limited to, those provisions
pertaining to ,employment, prevision of programs and services,- transportation, communications,
access to facilities, renovation's; and new construction in the following laws:
The Americans with Disabilities Act of 1990 (ADA), Pub L..,01-36, 104, 'Stat. 327, 42 U.S.C.
12101-12213-and 4,7; 0.S.C. Sections 325 and 611 including Title I, Employment Title Il, Public
Services; The Ill, Public Accommodations and Services Operated by Private Entities.; Title ,IV,
Telecommunications, and Title V, Miscellaneous Provisions,The Rehabilitation Act of 1973;29
U.S.C: Section 794; The -Federa1' Transit Act, 'EIS amended 49: U.S.C-. Section 1612; The Fair
Housing Act as 'amended42 U.S.C. Section 3601-3631. .
,
The foregoing requirements shall, not pertain to contracts with the United States or any departinent
or agency thereof, the State of any political subdivision or agency thereof or any municipality of this
State.
Business Name:
INNER OUTER WELLNESS LLC
ItEMY JOSEPH 7 '1,1', l.'s's'. TOWNER / PAESI DENT: s's
Printed Name of Certifying Representative Title of Certifying
Representative s
Signature'of Ceitifyirig Representative
_ s
Date
STATE OF FLORIDA
COUNTY OF MIAMI—DADE
The foregoing instrument was acknowledged hefOrerne by means of inlicysical presence or a
online notarization this 104k7 day of if- tkc-,4;,-..i 20 I by
/4-eo,li of INNER OUTER WELLNESS LLC, a Florida
Limited Liability Company, on behalf of the company. He/she is personally known to me or has
produced r-m. 1..1Q- as identification.
J
Florida
4;01 NJ4, NotaryPublipaatvg
l• Jeff Cti.aneth -
2, My Corrimission GG 940074
Vo0,0,--0C Expires 01121/2024? ,':"•4•••;
" •
o
0
0 Drug Free Workplace Cep ` ication PAGE1 oft
Certification forrContrac s, Grants, Loans, and CooperativeAgreements
The undersigned certifies that it will provide a drug -free workplace program by:
(1) Publishing a statement notifying its employees that the unlawful manufacture, distribution,
dispensing, possession, or use of a controlled substance is prohibited in the offerors
workplace, and specifying the actions that will be taken against employees for violations of
such prohibition
(2) Establishing a continuing drug -free awareness program to inform its employees about:
(i) The dangers of drugabuse in the workplace;
(ii) The Bidders policy of maintaining a drug -free workplace;
(iii)'Any available drug counseling,rehabilitation, and employee assistance programs; and
(IV) The penalties that may be imposed upon. employees for drug abuse violations occurring ,.
(3) Giving all employees engaged in the performance of the Contract a copy of the statement
required by subparagraph (1);
(4) Notifying all employees, in writing; of the statement required by subparagraph (1), that as a
condition of employment on a covered Contract'the employee shall:
(i) Abide by the terms Onto statement, and . ;.
(ii) Notify the employer in writing of the employee's conviction under a criminal drug statute
for a violation occurring in the workplace no later than -five (5) calendar days after such
conviction;
.(5) '.Notifying City of Miami government in writing within ten (10) 'calendar days after receiving
notice under subdivision (4) (i) above; from an employee or otherwise receiving actual notice
of such conviction., The notice shall include the position title'of the, employee:: •
-
(6), ,Within thirty (30) calendar days after receiving.notice under subparagraph (4) of a conviction,
taking one of the following actions with respect to an employee who is convicted of a drug
abuse violation occurring in the workplace: - .-. .. ,
Taking,appropriate personnel action against such employee, up to and including
termination; ;or" .
(i) Requiririg`such employee to participate -satisfactorily in a drug abuse assistance or
- rehabilitation program approved for_,such purposes by, a federal, state,.or local health, law
enforcement, or other appropriate agency; and "
(7) Making a good faith effort to.maintain` a drug -free workplace program through implementation
• of subparagraph (1) through (6)3 L
Business Name:
, INNER OUTER WELLNESS LLC.
6KENMY JOSEPH_
Printed Name of Certifying Representative
Representative
Signaturo6tCertifying Representative.
OWNER`l'PFRES DENT
Title of Certifying
-C/A,/r-_
Date
M1O
Drug Free Workplace Certification PAGE2of2
Certification for Cc Grants, Loans, and Cooperative Agreements
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me tor means of dphysical presence or o
online notarization, this % day of ;l9-t,A.9'1i-)P=- 20 Z 1 by
y $ of INNER OUTER WELLNESS LLC; a Florida
Limited Liabi�h�t'Company, on behalf of the company. Helshe is personally known to me or has
T
produced / t � as identification. -
Notary PubiiC Mate of Florida
Jeff Catanad 4 `f
' • MY Commission GG 048074
a Expires 01/21/2024 {
8/12/2021
Detail by Entity Name
Detail by Entity Name
Florida Limited Liability Company
INNER OUTER WELLNESS LLC
Filing Information
Document Number L19000008473
FEI/EIN Number 83-3119899
Date Filed 01/07/2019
State FL
Status ACTIVE
Principal Address
2963 Day Ave
Miami, FL 33133
Changed: 02/03/2020
Mailing Address
2963 Day Ave
Miami, FL 33133
Changed: 02/03/2020
Registered Agent Name & Address
JOSEPH, KEMY
2963 Day Ave
Miami, FL 33133
Address Changed: 02/03/2020
Authorized Person(s) Detail
Name & Address
Title President
Joseph, Kemy
2963 Day Ave
Miami, FL 33133
Annual Reports
Report Year Filed Date
2020 02/03/2020
2021 02/09/2021
Document Images
02/09/2021 — ANNUAL REPORT View image in PDF format
02/03/2020 -- ANNUAL REPORT View image in PDF format
01/07/2019 — Florida Limited Liability View image in PDF format
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