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HomeMy WebLinkAbout23404AGREEMENT INFORMATION AGREEMENT NUMBER 23404 NAME/TYPE OF AGREEMENT CAMILLUS HOUSE, INC. DESCRIPTION GRANT AGREEMENT/DAY CENTER SERVICES PROGRAM/FILE ID: 7848/R-20-0339MATTER ID: 20-1894K EFFECTIVE DATE October 1, 2020 ATTESTED BY TODD B. HANNON ATTESTED DATE 7/8/2021 DATE RECEIVED FROM ISSUING DEPT. 7/14/2021 NOTE a3IA04 GRANT AGREEMENT FOR DAY CENTER SERVICES PROGRAM BETWEEN THE CITY OF MIAMT CAMILLUS HOUSE. INC, THIS GRANT AGREEMENT (hereinafter "Agreement") is entered into as of the 1st day of October, 2020, hy and between the CITY OF MIAMI, a Florida municipal corporation, whose principal address is 3500 Pan American Drive, Miami, Florida 33133 (hereinafter, the "CITY"), and CAMILLUS HOUSE, INC., a Florida not for profit corporation, with Federal Employer Identification Number ("FEIN") 65-0032862, having its principal office at 1603 NW 7th , Avenue, Miami, Florida 33136 (hereinafter, "GRANTEE"). RECITALS WHEREAS, GRANTEE submitted a grant application and proposals to the CITY requesting funding to underwrite the costs associated with providing certain services to the homeless in the CITY through GRANTEE'S Day Center Services Program as defined below; and WHEREAS, on October 22, 2020, pursuant to Resolution R-20-0339, attached and incorporated as Exhibit "A" hereto ("Authorizing Resolution"), the Miami City Commission ("City Commission") has required further conditions as follow for the City's grant funds for the Day Center Services Program (as defined below): (a) monthly reporting from GRANTEE to the City Commission and the City Manager regarding the Day Center Services Program specific actual results; and (b) with monthly invoicing for payments in arrears based upon monthly reporting at an annual —total not to exceed amount of One Hundred Thousand Dollars ($100,000.00), with conditions stated in the Authorizing Resolution and in this Agreement, for the City's Fiscal Year 2020-2021 with such payments to be funded from the City's Department of Human Services' Budget (the "Grant"); and WHEREAS, the City and GRANTEE have set forth hereinafter below certain terms and conditions in accordance with and for compliance with the Authorizing Resolution; and 20-1894K WHEREAS, GRANTEE's Board of Directors has authorized GRANTEE's Executive Director to execute this Agreement and to undertake all necessary continuing compliance measures under this Agreement as set forth in Exhibit "B" attached and incorporated ("GRANTEE's Corporate Authorization"). NOW, THEREFORE, in consideration of the mutual terms, conditions, promises and the covenants contained herein, the CITY and the GRANTEE as the parties hereto (the "Parties") agree as follows: THE GRANT 1. RECITALS. The recitals and all statements contained therein are true and correct and are hereby incorporated into this Agreement. 2. GRANT. Subject to the terms and conditions set forth herein and GRANTEE's compliance with all of its obligations hereunder, the CITY hereby agrees to make available to the GRANTEE the Grant to be used for the purposes and disbursed in the manner hereinafter provided for GRANTEE's Day Center Services Program as defined below. 3. USE OF GRANT. The Grant shall be used to underwrite the costs associated with the operation of the GRANTEE's Day Center Services Program (the "Day Center Services Program" and "Program") wherein the GRANTEE will provide the following services including, but not limited to: (a) Showers; (b) Clothing; (c) Mail; (d) Referrals and linkage to care for mental health, medical treatment, and housing; (e) Groups and Activities; (f) Meals; and (g) ID services to assist with re-establishing personal identification The Program will serve approximately about One Hundred Seventy Five (175) homeless men and women a day, Monday through Friday, in the City of Miami. 4. COMPLIANCE WITH POLICIES AND PROCEDURES. GRANTEE understands that the use of the Grant is subject to specific reporting, record keeping, audits, administrative and 20-1894K contracting guidelines, and other requirements affecting the activities funded by the Grant for the Program. GRANTEE covenants and agrees to comply with such requirements and represents and warrants to the CITY that the Grant shall be used for the Program in accordance with all of the requirements, terms and conditions contained therein, as the same may be amended during the term hereof. Without limiting the foregoing, GRANTEE represents and warrants that it will comply with, and the Grant will be used in accordance with, all applicable federal, state, and local codes, laws, rules, and regulations. 5. RECORDS AND REPORTS/AUDITS, INSPECTIONS, AND EVALUATIONS. (a) In accordance with the City's Authorizing Resolution, Grantee is required to and agrees to provide monthly reporting to the City Commission and the City Manager regarding the Program's specific actual results. (b) Grantee agrees to maintain all records as required by the City. (c)At the CITY's request, and no later than thirty (30) days thereafter, GRANTEE shall deliver to the CITY such written statements relating to the use of the Grant as the CITY may require. (d) The CITY shall have the right to conduct audits of GRANTEE's records pertaining to the Grant and to visit the Program to conduct its monitoring and evaluation activities. GRANTEE agrees to cooperate with the CITY in the performance of these activities. (e) GRANTEE's failure to comply with these requirements or the receipt or discovery (by monitoring or evaluation) by the CITY of any inconsistent, incomplete, or inadequate information shall be grounds for the immediate termination of this Agreement by the CITY. The CITY may, at reasonable times, and for a period of up to five (5) years following the date of final payment by the CITY to GRANTEE under this Agreement, audit, or cause to be audited, those books and records of GRANTEE which are related to GRANTEE's performance under this Agreement. GRANTEE agrees to maintain all such books and records at its principal place of business for a period of five (5) years after final payment is made under this Agreement. The CITY may, at reasonable times during the term hereof, inspect GRANTEE's facilities and perform such tests, as the CITY deems reasonably necessary, to determine whether the goods or services required to be provided by GRANTEE under this Agreement conform to the terms hereof, if applicable. GRANTEE shall make available to the CITY all reasonable facilities and assistance to facilitate the performance of tests or inspections by CITY representatives. All tests and inspections shall be subject to, and made in accordance with, the provisions of Section 18-55.2 of the Code of the City of Miami, Florida, as same may be amended or supplemented, from time to time. GRANTEE'S obligations under this Section shall survive the termination/expiration of this 20-1894K Agreement. 6. REVERSION OF ASSETS. Upon the expiration, termination, or cancellation of the term of this Agreement, GRANTEE shall transfer to the CITY any unused Grant funds at the time of such expiration. 7. DISBURSEMENT OF GRANT. Subject to the terms and conditions contained in this Agreement, the Grant shall only be payable to GRANTEE by the City upon monthly invoicing for payments in arrears based upon monthly reporting at an annual -total not to exceed amount of One Hundred Thousand Dollars ($100,000.00), with conditions stated in the Authorizing Resolution and in this Agreement, for the City's Fiscal Year 2020-2021 with such payments to be funded from the City's Department of Human Services' Budget. Payments will be made only after receipt and approval of Program specific invoices, submitted to the CITY. In no event shall payments to GRANTEE under this Agreement exceed One Hundred Thousand Dollars ($100,000.00), nor shall any payment(s) be in any form other than through reimbursement. No payment(s) shall be made in any form inconsistent with the terms contained herein. 8. TERM. The term of this Agreement shall commence on as of October 1, 2020, and shall terminate upon full disbursement by the City to GRANTEE of One Hundred Thousand Dollars and Zero Cents ($100,000.00); provided, however, that all rights of the CITY to audit or inspect, to require reversion of assets, to enforce representations, warranties and certifications, to default remedies, to limitation of liability and indemnification, and to recovery of fees and costs shall survive the expiration or earlier termination of this Agreement. The City shall have the right and option(s) to renew this Agreement under the same terms and conditions hereof for -up to five (5) one (1) year renewals subject to the availability of funds and budgetary approval. 9. REMEDIES FOR NON-COMPLIANCE. If GRANTEE fails to perform any of its obligations or covenants hereunder, or materially breaches any of the terms contained herein, then the CITY shall have the right to take one or more of the following actions, irrespective of any remedies available to the City in law and/or equity: (a) Withhold cash payments, pending correction of the deficiency by GRANTEE; (b) Recover payments made to GRANTEE; (c) Disallow (that is, deny the use of the Grant for) all or part of the cost forthe activity or action not in compliance; (d) Withhold further awards; or (e) 20-1894K Take such other remedies that may be legally permitted. 10. NON-DISCRIMINATION. GRANTEE, for itself and on behalf of its contractors and sub- contractors, agrees that it shall not discriminate as to race, sex, color, religion, national origin, age, marital status, or disability in connection with its performance under this Agreement. Furthermore, GRANTEE represents that no otherwise qualified individual shall, solely, by reason of his/her race, sex, color, religion, national origin, age, marital status, or disability be excluded from the participation in, be denied benefits of, or be subjected to discrimination under any program or activity receiving financial assistance pursuant to this Agreement. 11. CONFLICT OF INTEREST. GRANTEE has received copies of, and is familiar with, the following provisions regarding conflicts of interest in the performance of this Agreement by GRANTEE. GRANTEE covenants, represents and warrants that it shall comply with all of the following such conflict of interest provisions: (a) Code of the City of Miami, Florida, Chapter 2, Article V. (b) Miami -Dade County Code, Section 2-11.1. 12. CONTINGENCY CLAUSE. Funding for this Agreement is contingent on the availability of funds and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. 13. CERTIFICATIONS RELATING TO THE GRANT. GRANTEE certifies that: (a) All expenditures of the Grant will be made in accordance with the provisions of this Agreement. (b) Reasonable accounting records will be maintained. (c) The expenditures of the Grant will be properly documented and such documentation will be maintained on file. (d) Monthly progress reports will be provided to the CITY, as required by the Authorizing Resolution and otherwise as requested by the City. (e) No expenditure of Grant funds shall be used for political activities. (f) GRANTEE will be liable to the CITY for any amount of the Grant funds expended in a manner inconsistent with this Agreement. 14. DEFAULT. If GRANTEE fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then GRANTEE shall be in default. Upon the occurrence of a default hereunder the CITY, in addition to all remedies available to it by law, may 20-1894K immediately, upon written notice to GRANTEE, terminate this Agreement whereupon all payments, advances, or other compensation paid by the CITY to GRANTEE while GRANTEE was in default shall be immediately returned to the CITY. GRANTEE understands and agrees that termination of this Agreement under this section shall not release GRANTEE from any obligation accruing prior to the effective date of termination. 15. LIABILITY OF THE CITY. No officer, employee, agent, or principal, whether disclosed or undisclosed, of the CITY shall have any personal liability with respect to any of the provisions of this Agreement. Any liability of any nature, whether in contract, in tort, or otherwise, of the CITY under this Agreement shall be subject to the amount limitations imposed by Section 768.28, Florida Statutes. 16. SPECIFIC PERFORMANCE. In the event of breach of this Agreement by the CITY, the GRANTEE may only seek specific performance of this Agreement and any recovery shall be limited to the Grant funding authorized for the Program. In no event shall the CITY be liable to GRANTEE for any additional compensation, other than that provided herein, or for any consequential or incidental damages. 17. INDEMNIFICATION OF THE CITY. GRANTEE hereby agrees to indemnify, protect, defend, and hold harmless the CITY and its agents from and against any and all claims, actions, damages, liability and expense (including fees of attorneys, investigators and experts) in connection with loss of life, personal injury, or damage to property arising out of the performance or non- performance of this Agreement, except to the extent such loss, injury or damage was caused by the gross negligence of the CITY or its agents. 18. INSURANCE. At all times during the term hereof, the GRANTEE shall maintain insurance acceptable to the CITY. Prior to commencing any activity under this Agreement, the GRANTEE shall furnish to the CITY original certificates of insurance indicating that the GRANTEE is in compliance with the provisions described in Exhibit "C" attached hereto, and incorporated into this Agreement. 19. DISPUTES. In the event of a dispute between the CITY and GRANTEE as to the terms and conditions of this Agreement, the CITY and GRANTEE shall notify each other in writing of the dispute and proceed in good faith to resolve the dispute within thirty (30) days of such written notice. If the dispute is not resolved within such thirty (30) days, the dispute shall be submitted to the City Commission for resolution within ninety (90) days thereof, or such longer period as may be agreed 20-1894K to by the Parties to this Agreement. The -City Commission's decision shall be deemed final and binding on the Parties. 20. CAPTIONS. The captions in this Agreement are for convenience only and are nota part of this Agreement and do not in any way define, limit, describe, or amplify the terms and provisions of this Agreement or the scope or intent thereof. 21. ENTIRE AGREEMENT; AMENDMENTS AND MODIFICATIONS. This instrument constitutes the sole and only agreement of the Parties hereto relating to the Grant, and correctly set forth the rights, duties, and obligations of the Parties. There are no collateral or oral agreements or understandings between the CITY and GRANTEE relating to this Agreement or the Grant and/or Program. Any promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. This Agreement shall not be amended or modified in any manner except by an instrument in writing executed by the duly authorized respective representatives ofthe Parties. The City's duly authorized representative under its Authorizing Resolution is the City Manager. The GRANTEE's duly authorized representative under its Corporate Authorization is the Chief Executive Officer. 22. 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. 23. COVENANTS. Each covenant, agreement, obligation, term, condition or other provision herein contained shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making the same, not dependent on any other provision of this Agreement unless otherwise expressly provided. All of the terms and conditions set forth in this Agreement shall apply throughout the term of this Agreement and the respective term(s) of all renewals hereof, if any, unless otherwise expressly set forth herein. 24. CONFLICTING TERMS. 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 govern. 20-1894K 25. WAIVER. 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 by non -breaching party. 26. SEVERABILITY. Should any provision 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, then such provision shall be deemed modified to theextent necessary in order to conform with such laws, or if not modifiable to conform with such laws, that same provision shall be deemed severable, and in either event, the remaining provisions of this Agreement shall remain unmodified and in full force and effect. 27. 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 any one or more of the terms hereof, or otherwise give rise to any cause of action in any party, person, or entity not a party hereto. 28. OWNERSHIP OF DOCUMENTS. Upon request by the CITY, all documents developed by GRANTEE shall be delivered to the CITY upon completion of this Agreement, and may be used by the CITY, without restriction or limitation. GRANTEE 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 GRANTEE pursuant to this Agreement shall at all times remain the property of the CITY and shall not be used by GRANTEE for any other purposes whatsoever, without the written consent of the CITY. 29.AWARD OF AGREEMENT. GRANTEE 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 the Grant. 30.NON-DELEGABILITY. The obligations of GRANTEE under this Agreement shall not be delegated or assigned to any other party without the CITY's prior written consent which may be withheld by the CITY, in its sole discretion. 31.CONSTRUCTION OF AGREEMENT AND VENUE. This Agreement shall be construed and enforced in accordance with Florida law. In the event of litigation as a result of this Agreement, 20-1894K the venue shall be Miami -Dade County, Florida. Each party shall be responsible for its own attorney's fees and expenses. 32. TERMINATION OF CONTRACT FOR CONVENIENCE. The CITY retains the right to terminate this Agreement at any time for convenience, without penalty to the CITY. In that event, the CITY shall give five (5) days written notice of termination to GRANTEE. 33. NOTICE. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail, addressed to the party at the address indicated herein or as the same may be changed from time to time. 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. To GRANTEE: CAMILLUS HOUSE, INC. 2129 NW 1st Court Miami, Florida 33127 Attn: Hilda M. Fernandez Chief Executive Officer To CITY: City of Miami 3500 Pan American Drive Miami, Florida 33133 Attn: Arthur Noriega V City Manager With copies to: City of Miami Department of Human Services 444 SW 2nd Avenue, 10th Floor Miami, Florida 33130 Attn: William Porro, Director AND 20-1894K Office of the City Attorney 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 Attn: Victoria Mendez, City Attorney 34. INDEPENDENT CONTRACTOR. GRANTEE, 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 serviceor 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. 35. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 36. AUTHORITY. Both the CITY and GRANTEE certify that each possesses the legal authority to enter into this Agreement. A resolution, motion or similar action has been duly adopted as an official act of each party as a governing body, authorizing the execution of this Agreement, and identifying the official representative of each to act in connection herewith and to provide such additional information as may be required by the terms of this Agreement. 37. PUBLIC RECORDS. GRANTEE understands that the public shall have access, at all reasonable times, to all documents and information pertaining to the CITY, subject to the provisions of Chapter 119, Florida Statutes, and any specific exemptions there from, and GRANTEE agrees to allow access by the CITY and the public to all documents subject to disclosure under applicable law unless there is a specific exemption from such access. GRANTEE's failure or refusal to comply with the provisions of this section shall result in immediate termination of the Agreement by the CITY. Pursuant to the provisions of Section 119.0701, Florida Statutes, GRANTEE must comply with the Florida Public Records Laws, specifically the GRANTEE 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 the chapter referenced herein or as otherwise provided by law. c. Ensure that public records that are exempt or confidential and exempt from public 20-1894K 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 public agency all public records in possession of the GRANTEE 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 compatible with the information technology systems of the public agency. IF GRANTEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO ANY 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@MIAMIGOV.COM, AND MAILING ADDRESS: PUBLIC RECORDS C/O OFFICE OF THE CITY ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130 OR THE CITY'S CONTACT REPRESENTATIVE AS CUSTODIAN OF RECORDS FOR THIS AGREEMENT AT TELEPHONE NUMBER 305-416-2181, EMAIL WPorro@miamigov.com AND MAILING ADDRESS C/O DEPARTMENT OF HUMAN SERVICES, 10TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130. GRANTEE agrees that all of the obligations in this section will survive the term, termination and cancellation hereof. 38. COUNTERPARTS; ELECTRONIC SIGNATURES. This Agreement and any amendments hereto may be executed in several counterparts, and all or any of such counterparts taken together shall be deemed to constitute one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The Parties shall be entitled to sign and transmit an electronic signature on 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 Party an original signed Agreement upon written request. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURES APPEAR ON THE FOLLOWING PAGE] 20-1894K IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective officials thereunto duly authorized as of the day and year above written. CAMILLUS HOUSE, INC. a)1k_atA4LePyte HILDA M. FERNANDEZ CHIEF EXECUTIVE OFFICER Date: (P } 3 ?-dam Att By: Print Name: - v yv ?p Title: ./� ��I,Y CITY IAMI, a Florida municipal corporation ARTHU ORIEGA V CITY MANAGER Date: CITY CLERK APPRO AND TO FORM ENDEZ et) ORNEl,1 APPROVB'D BAY HUMAN SERVICES DEPARTMENT: WILLIAM PORRO DIRECTOR 20- 1 894K APPROVED AS TO INSURA RE I ANN-MARIE ' HARPE RISK MANAGEMENT EXHIBIT A Miami City Commission Resolution R-20-0339, adopted October 22, 2020 20-1894K City of Miami Legislation Resolution: R-20-0339 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 7848 Final Action Date: 10/22/2020 A RESOLUTION OF THE MIAMI CITY COMMISSION AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A GRANT AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY (`AGREEMENT"), BETWEEN CAMILLUS HOUSE, INC., A FLORIDA NOT FOR PROFIT CORPORATION ("CAMILLUS HOUSE"), AND THE CITY OF MIAMI ('CITY") TO PROVIDE GRANT FUNDING FOR THE CONTINUED CAMILLUS HOUSE DAY SERVICES PROGRAM WHICH IS DESIGNED TO PROVIDE MEANINGFUL AND ENGAGING ACTIVITIES FOR QUALIFYING PARTICIPANTS AND TO PROVIDE SAID PARTICIPANTS WITH A HOT MEAL, A SHOWER, MAILBOXES, AND IDENTIFICATION SERVICES TO ASSIST WITH RE- ESTABLISHING THEIR CORRESPONDENCE AND IDENTIFICATION, AMONG OTHER THINGS, AS A UNIQUE SERVICE PROVIDED SOLELY BY CAMILLUS HOUSE IN THE CITY (COLLECTIVELY, "PROGRAM"), SUBJECT TO REQUIREMENTS FOR MONTHLY REPORTING FROM CAMILLUS HOUSE TO THE CITY COMMISSION AND THE CITY MANAGER REGARDING RESULTS AND MONTHLY INVOICING FOR PAYMENTS IN ARREARS BASED UPON MONTHLY REPORTING AT AN ANNUAL TOTAL COST NOT TO EXCEED ONE HUNDRED THOUSAND DOLLARS ($100,000.00) FOR THE CITY'S FISCAL YEAR 2020-2021 WITH SUCH PAYMENTS TO BE FUNDED FROM THE DEPARTMENT OF HUMAN SERVICES' BUDGET, WITH CONDITIONS AS STATED IN THE AGREEMENT, FOR AN INITIAL PERIOD OF ONE (1) YEAR WITH THE OPTION TO RENEW FOR UP TO FIVE (5) ADDITIONAL ONE (1) YEAR PERIODS UNDER THE SAME TERMS AND CONDITIONS IN THE AGREEMENT AND SUBJECT TO THE AVAILABILITY OF FUNDING AND BUDGETARY APPROVAL AT TIME OF NEED; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY AND ALL OTHER NECESSARY DOCUMENTS. MODIFICATIONS, RENEWALS, AND AMENDMENTS. ALL IN FORMS ACCEPTABLE TO THE CITY ATTORNEY. TO COMPLETE AND FURTHER THE GRANT ALLOCATION AND APPROPRIATION FOR THE PROGRAM. WHEREAS, the City of Miami ("City"), in furtherance of its continuing commitment to assist homeless persons within the jurisdictional boundaries of the City, wishes to support the Camillus House, Inc., a Florida not for profit corporation ("Camillus House"), and WHEREAS, the Camillus House Day Services Program is designed to provide meaningful and engaging activities for qualifying program participants and to provide participants with a hot meal, a shower, mailboxes, and identification services to assist with re- establishing their correspondence and identification, among other things, and is a unique service provided solely by Camillus House in the City (collectively, 'Program"); and City of Miami Page 1 of 3 File ID: 7848 (Revision: A) Printed On: 4/1/2021 File ID: 7848 Enactment Number: R-20-0339 WHEREAS, as part of the funding for the Program, the City requires: (a) monthly reporting from Camillus House to the City Commission and the City Manager regarding the Program's results; and (b) monthly invoicing for payments in arrears based upon monthly reporting at an annual total not to exceed amount of One Hundred Thousand Dollars ($100,000.00), with conditions stated herein and in the Agreement, for the City's Fiscal Year 2020-2021 with such payments to be funded from the Department of Human Services' Budget, with conditions as stated in the Agreement, for an initial period of one (1) year with the option to renew for up to five (5) additional one (1) year periods under the same terms and conditions in the Agreement and subject to the availability of funding and budgetary approval at time of need; and WHEREAS, it is in the best interests of the City to authorize the City Manager to negotiate and execute any and all other necessary documents, modifications, renewals, and amendments, all in forms acceptable to the City Attorney, to complete and further the grant allocation and appropriation 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 to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The City Manager is authorized' to negotiate and execute the Agreement, in a form acceptable to the City Attorney, between Camillus House and the City for the Program, subject to monthly reporting from Camillus House to the City Commission and the City Manager regarding the Program's results and monthly invoicing for payments in arrears based upon monthly reporting at an annual total cost not to exceed One Hundred Thousand Dollars ($100,000.00) for the City's Fiscal Year 2020-2021 with such payments to be funded from the Department of Human Services' budget, with conditions as stated in the Agreement, for an initial period of one (1) year with the option to renew for up to five (5) additional one (1) year periods under the same terms and conditions in the Agreement and subject to the availability of funding and budgetary approval at time of need. Section 3. The City Manager is further authorized' to negotiate and execute any and all other necessary documents, modifications, renewals, and amendments, all in forms acceptable to the City Attomey, to complete and further the grant allocation and appropriation for the Program. Section 4. This Resolution shall become effective immediately upon its adoption. ' 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. City of Miami Page 2 of 3 File ID: 7848 (Revision: A) Printed on: 4/1/2021 File ID: 7848 Enactment Number: R-20-0339 APPROVED AS TO FORM AND CORRECTNESS: City of Miami Page 3 of 3 File ID: 7848 (Revision: A) Printed on: 4/1/2021 EXHIBIT B GRANTEE's Board of Directors Corporate Authorization 20-1894K Amended and Restated Bylaws of Camillus House, Inc. AMENDED AND RESTATED BYLAWS OF CAMILLUS HOUSE INC. (A Florida Not -for -Profit Corporation) RESOLVED, that the Bylaws of Camillus House be amended and restated to read in their entirety as follows: ARTICLE I NAME The name of this not -for -profit corporation shall be Camillus House, Inc. It may be referred to in these Bylaws as "Camillus House" or "Corporation." ARTICLE II MISSION STATEMENT Following the teachings of Jesus' Christ, the Roman Catholic Church and the Hospitaller Order of St. John of God, Camillus House provides Christian hospitality and respect for life through direct service. The mission is to treat the mind, body and spirit of the persons who are poor, homeless, or at risk of homelessness in South Florida, via the delivery of food, clothing, shelter, housing, psychological, spiritual and social services. Camillus House is a religious apostolate of the Hospitaller Order of St. John of God and the Roman Catholic Church. The spirit and content of the Code of Canon Law pervade throughout the governance and corporate life of Camillus House. We join in faith to facilitate the unfolding of God's providential plan in every aspect of our organization. Our readiness to meet the complexity and concerns of our brothers and sisters in need identifies us as a mission of hope. ARTICLE III PURPOSE The purpose of this Corporation is to operate exclusively as a religious corporation performing charitable works, including but not limited to providing food, clothing, shelter, housing and social services specifically designed to meet the spiritual, physical, social and psychological needs of persons who are poor, homeless, or at risk of homelessness, promote their health, security and usefulness in longer living, to foster the development of homeless and low-income housing, and to manage, operate and generally to do everything and anything necessary, expedient or incidental to the maintaining of charitable activities in South Florida. -1- Amended and Restated Bylaws of Camillus House, Inc. ARTICLE IV LOCATION The main office of Camillus House shall be located in Miami -Dade County, Florida at 1603 N.W. 7th Avenue, Miami, Florida 33136. Camillus House may have such other offices within or outside Miami -Dade County, Florida, as the Board of Directors may from time to time determine. ARTICLE V MEMBERSHIP Section 1 Membership of the Corporation Membership of the Corporation shall, at all times, be limited to the Provincial and his Council of the Hospitaller Order of St. John of God - Province of the Good Shepherd in North America. Section 2 Transfer of Membership Membership in this Corporation may be transferred or assigned by affirmative act of the Members to another Catholic organization. Section 3 Reserved Powers Certain powers have been specifically reserved to the Members. Any matter which relates to a reserved power shall be submitted to the Members, acting in accordance with the General Statutes of the Hospitaller Order of St. John of God, for approval before action by the Board of Directors. ARTICLE VI BOARD OF DIRECTORS Section 1 Number of Directors The governance of Camillus House shall be vested in and exercised by the Board of Directors. The Board of Directors shall consist of not less than nine (9) or more than sixty (60) persons. Two (2) individuals may serve with approval of the Members in an ex-officio capacity, with voting privileges, to offer differing perspectives: the Chair of the Camillus House resident advisory council and the Chair of the Camillus House Young Leaders (CHYL). Section 2 Powers The Board of Directors shall be responsible for the policy direction of Camillus House and the governance of its property and business, and shall have the power to carry out any function which is permitted by the Articles of Incorporation, or these Bylaws, except insofar as such power may be limited by law. These powers shall include but shall not be limited to the following: a. To appoint Directors in accordance with these Bylaws, subject to the Members approval; -2- Amended and Restated Bylaws of Camillus House, Inc. b. To designate those persons who shall be empowered to contract as agents for and on behalf of the Board of Directors, Camillus House, or both; c. To approve annually the budget of Camillus House, which shall be prepared by the CEO of Camillus House and submitted to the Finance and Audit Committee for its recommendation to the Board of Directors; d. To establish employment practices, personnel policies and procedures, including selection and dismissal procedures, salary and benefit scales, employee grievance procedures, health & safety, and equal opportunity practices; e. To institute and promote major fund raising efforts for Camillus House; f. To select an independent auditor, with the written approval of the Members, and officially accept the annual independent audit report; g. To approve any changes in fees within Camillus House; h. To approve all contracts and financial commitments which would require an expenditure in excess of $200,000 for a single item or a group of homogenous items, and/or which would oblige Camillus House in excess of one (1) year. These include, but are not limited to, the purchase of goods and services. This amount is to be adjusted every three (3) years commencing January 1, 2015, using changes in the Consumer Price Index (CPI) as the basis for this adjustment. The exception to the provision exempting staff employment contracts from Board approval is the President's contract, which is subject to approval by the Board regardless of the compensation package; To submit to the Members for written approval any proposals for the purchase of land, buildings or major equipment, or sale of land, buildings or major equipment, or for the construction of new buildings and/or major renovations of existing buildings, that would exceed $500,000 in value; To approve any proposals for the leasing of space for Camillus House's use, or the leasing of Camillus House facilities to others. -3- Amended and Restated Bylaws of Camillus House, Inc. Section 3 Term of Office a. Term of Office The regular term of office of Directors shall be two (2) years. Any elected director may be re-elected for further 2-year terms after appointment by the Nominating and Bylaw Committee and approval by the Board of Directors, and always subject to the reserved power of the Members. b. Vacancies in Office Vacancies arising among the elected Directors shall be filled in the same manner as election to the Board. c. Election of Directors The Nominating and Bylaw Committee shall nominate candidates for the Board and shall report its nomination(s) to the Board of Directors for a vote at any meeting of the Board. Prior to seating a new Director, those nominations approved by the Board shall be submitted to the Members of the Corporation for final approval. However, nothing shall prevent the Members of the Corporation from electing Directors on their own initiative. d. Qualifications of Directors. No Director may be an employee or contractor of Camillus House, or spouse, child, parent, or sibling by blood or marriage of such an employee or contractor. e. Chair Emeritus and Director Emeritus Chair Emeritus and Director Emeritus are honorary titles that may be conferred on those persons who no longer serve in their former respective positions on the Board, but are judged to have merited a special honor and whose continued participation is considered beneficial to the corporation. A person who has formerly served as the Chairperson of the Corporation's Board of Directors may, by unanimous vote of the Board, receive the honorary title of Chair Emeritus. Likewise, a person who has formerly served as a Director of the Corporation may be elected by a unanimous vote of the Board, to receive the honorary title of Director Emeritus. The positions shall be reserved for those Chairpersons or Directors with records of unusual and distinctive service to the Corporation, as determined by the seated Board of Directors. The Chair Emeritus and Directors Emeritus will receive notices and minutes of all Board meetings and may be appointed as members of the Board Committees with the exception of the Executive Committee. The Chair Emeritus and Directors Emeritus are granted the right to participate in the work of the Board; however, they have no voting rights in meetings of the Board of Directors. The Chair Emeritus and Directors Emeritus shall not be counted as Members of the Board of Directors for any purpose. Thus, they are not counted as part of the Board's quorum. -4- Amended and Restated Bylaws of Camillus House, Inc. f. Directors as Board Representatives Individual members of the Board of Directors may not act or speak on behalf of the Board or on behalf of Camillus House unless and until they have been specifically designated to do so by an affirmative act of the Board at any meeting of the Board. g• Resignation of Director A director may resign at any time by giving written notice to the Chairperson or the Secretary. Resignation as a Director automatically includes such individual's resignation from any corporate office held by such individual. h. Removal of Directors After notice, any elected Director may be removed as a Director by a majority of the Directors in office for any cause which the Directors, with the approval of the Members, deem to be in the best interests of Camillus House. Unexcused absence from three (3) consecutive regular meetings shall automatically terminate an elected Director's term of office. The Chairperson of the Board (or his/her designee) determines whether absences shall be excused. Removal of a Director automatically includes such individual's removal from any corporate office held by such individual. ARTICLE VII CONFLICT OF INTEREST No contract or other transaction between a corporation and one or more of its Directors or any other corporation, firm, association, or entity in which one or more of its Directors are Directors or Officers are financially interested shall be either void or voidable because of such relationship or interest, because such Director or Directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or because his/her or their votes are counted for such purpose, if: a. The fact of such relationship or interest is disclosed or known to the Board of Directors of committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Directors; b. The fact of such relationship or interest is disclosed or known to the Members entitled to vote on such contract or transaction, if any, and they authorize, approve, or ratify it by vote or written consent; or c. The contract or transaction is fair and reasonable as to the corporation at the time it is authorized by the Board, a committee or the Members. Any action that constitutes an actual or potential conflict of interest between this Corporation and any of its Directors or Officers is also an actual or potential conflict of interest between this Corporation and any immediate family member of that Director or Officer. -5- Amended and Restated Bylaws of Camillus House, Inc. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves, or ratifies the transaction described herein; however, such interested Directors or committee members shall declare the conflict of interest and abstain from any votes that apply to the conflict of interest. The circumstances set forth herein are not exclusive and do not preclude the existence of other circumstances under which a Director will be deemed not to have derived an improper benefit. ARTICLE VIII MEETINGS Section 1 Meetings The Board shall meet at least five (5) times per year usually in the months of January, March, May, September and November, with March being the annual meeting. At the November meeting, the CEO shall provide the meeting schedule for the following year. Time and place of the meeting shall be determined by the Board. It shall hold as many additional meetings as are required for orderly functioning of the Board. Special meetings may be called by the Members, the Chairperson of the Board, or by any four (4) Directors. Directors may participate telephonically at meetings if all Directors present can simultaneously hear all other Directors' conversations. Unless otherwise stated in the notice, Board meetings shall take place at 1603 NW 7ch Avenue, Miami, Florida. Section 2 Notice Except as otherwise provided herein, notice of meetings shall be sent to all Directors at least seven (7) days in advance of such meeting. If the Chairperson of the Board or at least four (4) Directors determine that a meeting should be held with less than seven (7) days' written notice because they believe the best interest of Camillus House requires such shorter notice, then the Chairperson of the Board or such Directors may call a telephone meeting giving no less than twenty-four (24) hours' telephone notice of the meeting. Notice of all meetings shall contain the time and place of the meeting and any other information relating thereto as is specifically required by these Bylaws. Meetings of the Board may be held within or outside the state of Florida. Section 3 Waiver of Notice Notice of any meeting may be waived by any Director either before or after the meeting to which such notice relates, and such waiver, in respect to the Director giving the same, shall be fully as effective as notice given in accordance with these Bylaws. If, at the beginning of the next meeting for which he/she receives notice, any Director fails to object to immediately previously held meeting(s) for which he/she did not receive notice, he/she shall be deemed to have waived objection to a lack of notice for that/those prior meeting(s). -6- Amended and Restated Bylaws of Camillus House, Inc. Section 4 Quorum A quorum competent for the transaction of business at regular and special meetings of the Board shall consist of one-third (1/3) of the Directors currently in office. A quorum of the Board of Directors must be present either in person or telephonically at any meeting of the Board, or any portion thereof, for it to transact business. If a quorum shall not be present at any meeting, or any portion thereof, the Directors present may adjourn the meeting without notice other than announcement of the adjourned meeting, until such time as a quorum shall be present. Section 5 Rules of Order The most recent edition of Robert's Rules of Order shall govern all deliberative procedures of the Corporation. The Chairperson may appoint a member of the Board to serve as Parliamentarian at any and all Board meetings. The function of the parliamentarian shall be limited to that of an advisory nature to the Chairperson in interpreting these Bylaws and the rules of parliamentary law and procedure. While the Chairperson is expected to rely on the advice of the Parliamentarian, the final interpretation and decision shall rest with the Chairperson. Section 6 Voting A majority vote of the Directors present at any regular or special meeting at which, and as long as, a quorum is present shall be sufficient to authorize any corporate action unless a greater vote is specifically required by the Articles of Incorporation, the Bylaws or by any governing law. Section 7 Action without a Meeting Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if the text of the resolution or matter agreed upon is sent to all Directors then in office and all the Directors then in office consent to such action in writing, setting forth the action taken. Such consent in writing shall have the same force and effect as a vote of the Board of Directors at any meeting. The writing or writings shall be filed with the minutes of proceedings of the Board of Directors. Section 8 Executive Session The Board may be called into executive session by either the Chairperson or a majority of those Directors present for such purposes as the Directors deem necessary including, but not limited to, discussion of litigation (actual or threatened), evaluation of personnel or discussion of personnel issues, or receipt of the results of an annual audit. The Chairperson of the Board shall invite the CEO and such other persons as he/she deems appropriate to attend an executive session, except when the Board is performing the CEO's evaluation or considering compliance charges against the CEO (in which case the CEO shall have the right to respond). The public and staff personnel are excluded from Executive Sessions except when invited to give testimony or advice, after which they will be excused. -7- Amended and Restated Bylaws of Camillus House, Inc. Section 9 Minutes Minutes of all proceedings of the Board shall be maintained and copies thereof shall be distributed regularly to each Director of the Board. They shall also be submitted to the Director of Corporate Affairs of the Members of the Corporation after such minutes have been approved by the Board. ARTICLE IX OFFICERS OF THE BOARD Section 1 Officers The Nominating and Bylaw Committee will prepare a slate of officer candidates to be presented to the Board at the annual meeting, at which time the Directors shall elect a Chairperson, a Vice - Chairperson, a Treasurer and a Secretary from the slate of candidates proposed by the Nominating and Bylaw Committee and/or from candidates nominated from the floor. Should there, be more than one candidate up for election of any office; the voting shall be by secret ballot. The term of office shall be one (1) year unless removed by the Board of Directors. Any officer shall be eligible for re-election at the close of his/her term of office. At least one (1) officer shall be a Member. Section 2 Chairperson The Chairperson shall preside at all meetings of the Board of Directors. The Chairperson works with the Secretary and CEO to plan the agenda of Board Meetings and keeps an overall view of the Board year to insure that the Board is completing duties mandated by policy or by law. The Chairperson acts as facilitator of Board Meetings to ensure that all Directors and all sides of issues have fair exposure to action. With consent of the Board, the Chairperson also appoints Directors and others to committees and makes certain that committee assignments are clear. The Chairperson offers personal support to the CEO and acts as a sounding board for him/her. The Chairperson also functions as a team builder among Board Members. Section 3 Vice -Chairperson During the absence of the Chairperson, the Vice -Chairperson shall preside at meetings of the Board. Toward this end, the Vice -Chairperson stays current on issues and methods of Board operation. In the absence of the Vice -Chair, the Chair may appoint another Director to preside at a meeting of the Board. Section 4 Treasurer The Treasurer's job is one of oversight. Although the CFO manages the organization's finances, the Board Treasurer is responsible to make certain that timely financial reports are delivered to the Board and that an independent audit of the organization's finances is completed annually. -8- Amended and Restated Bylaws of Camillus House, Inc. Section 5 Secretary The Secretary shall have custody of the corporate seal and when authorized by the Board of Directors or the CEO, or where appropriate, shall affix the seal to any instrument requiring the same. The Secretary shall keep a record of all votes and minutes of the proceedings of the Board, shall perform such other duties as are conferred up him/her by these Bylaws and as may be conferred upon him/her from time to time by the Board. In consultation with the Chairperson and the CEO, the Secretary shall prepare the agenda for all regular and special meetings of the Board. By appropriate resolution, the Board may designate an Assistant Secretary to perform any such functions. ARTICLE X COMMITTEES Section 1 Standing Committees The standing committees of the Board shall be: Executive Committee, Finance and Audit, Nominating and Bylaw, Programs and Performance, Institutional Advancement, and Governmental Relations, as more fully described below. The Chairperson may from time to time authorize the creation of other ad hoc committees. Section 2 Committee Membership and Chairpersons Membership on Committees, other than the Executive Committee, shall be open to any person, whether or not he/she is a Director, except that the Chairperson of each Committee must be a current Director. With the consent of the Board, the Chairperson appoints the members of each committee. Each committee shall elect a Chairperson at the committee's first meeting and as soon as possible upon any subsequent resignation or removal of the Chairperson. Section 3 Terms of Office on Committees The term of office for committee chairs and committee members shall be two (2) years. Each is eligible for reappointment. Section 4 Purpose of Committees Except as otherwise provided in these Bylaws, the purpose of committees is to advise the Board. Section 5 Meetings of the Committees With the exception of the Executive Committee, meetings shall be called by the Chairperson of standing committees at least one (1) time per year, or as frequently as the Chairperson or members deem is necessary to conduct the business of the committee. A quorum shall consist of one-half (1/2) of the members of that committee participating either in person or telephonically. A quorum is necessary at any committee meeting, or any portion thereof, to act on business. If a quorum shall not be present at any committee meeting, or any portion thereof, the members present may adjourn the meeting without notice other than announcement of the adjourned meeting, until such -9- Amended and Restated Bylaws of Camillus House, Inc. time as a quorum shall be present. Committee meetings may be held telephonically and participation by Committee members telephonically shall count towards the quorum. The affirmative vote of a majority of the committee members present at any duly constituted meeting of the committee shall be sufficient to authorize any action in respect of which authority is given to the committee by the Bylaws. With the exception of the Executive Committee, the Chairperson of each standing and ad hoc committee shall provide the Secretary a summary of each committee meeting within seven (7) days of such meeting for inclusion with the agenda for the subsequent Board meeting. Action without a meeting (Article VIII, Section 7), shall not be available for committee meetings. Section 6 Executive Committee The Executive Committee shall be composed of the officers of the Board and up to three (3) Directors selected by the Members. The Chairperson of the Board shall serve as Chairperson of the Executive Committee. The role of the Executive Committee is to act on Board matters when the Directors are not in session and prudent management requires prompt action that cannot wait until the next scheduled Board of Directors' meeting. In the event the Board cannot convene and a prompt action is necessary, the Executive Committee has all the powers and duties of the Board except that it shall not have the power to remove or select the CEO, a Director, or a committee member or to cause any major change in the nature of the operations of Camillus House without the approval of the Members of the Corporation. The Executive Committee shall undertake an annual performance evaluation of the CEO and report its findings to the full Board after discussion with the CEO. The Executive Committee shall receive all complaints from staff concerning the performance of the CEO (who shall not attend meetings called for that purpose), and shall investigate the validity of such complaints, reporting relevant findings to the Chairperson of the Board of Directors. The Executive Committee shall consider all recommendations submitted by Standing and Ad -Hoc Committees of the Board, and forward such recommendations, along with additional recommendations, to the full Board for their consideration. Meetings may be called at any time by the Members, the Chairperson of the Board, or the CEO and by no other committee members. Minutes of all proceedings shall be taken by the Secretary of the Board (or the Assistant Secretary, if applicable) and after such minutes have been approved by the Chairperson of the Committee, copies thereof shall be distributed by the CEO to each Director and to the Director of Corporate Affairs of the Members of the Corporation as soon as possible after the meeting, but no later than thirty (30) days after that meeting. At every meeting of the Board of Directors, the proceedings and actions taken by the Executive Committee shall be reported to the Board. Section 7 Finance and Audit Committee The Finance and Audit Committee shall be composed of no fewer than three (3) Directors and shall meet at least four (4) times a year (or more often, as required). It shall review the annual operating and capital budgets prepared and presented under the direction of the CEO and make recommendations with respect thereto to the Board of Directors. It shall review major financial - 10 - Amended and Restated Bylaws of Camillus house, Inc. transactions not provided for in the budget and submit proposed variances with recommendations to the Board of Directors. It shall bring to the Board of Directors recommendations as to policy on investments and acting within the scope of the investment policy guidelines established by the Board of Directors. It shall interact with the outside auditors, and review the annual independent audit and recommend its acceptance (or not) by the full Board. It shall be responsible for risk management of the Corporation. The Committee shall have charge of the investments of all funds of Camillus House, including the power to effect purchases, sales, exchanges of securities and other investments and may delegate authority to purchase or sell securities for the account of Camillus House to an investment counselor or to any officer of Camillus House subject to such limitations as the Committee may impose. The Committee shall cause a report to be given to the Board of Directors at each Board meeting on the status of Camillus House investments. The Finance and Audit Committee may coordinate its efforts with any similar committees existing at an affiliate of the Corporation sponsored by the Members. Section 8 Nominating and Bylaw Committee The Nominating and Bylaw Committee shall be composed of no fewer than three (3) Directors, and one (1) Executive Committee member, and shall meet at least annually. The Nominating and Bylaw Committee shall, each year prior to the Annual Meeting, prepare and present a slate of officer and director candidates to the Board for their consideration at the Annual meeting. The Nominating and Bylaw Committee shall also review any proposed changes to the Bylaws and related documents of the Board as needed and shall make recommendations to the Executive Committee. Section 9 Programs and Performance Committee The Programs and Performance Committee shall be composed of no fewer than five (5) persons, two (2) of which must be Directors, and shall meet at least quarterly. The Programs and Performance Committee shall include appropriate staff clinicians, internal quality assurance staff and the director of the Corporation's Behavioral Health programs. Community volunteers with various clinical and operational expertise may also serve and vote on the Programs and Performance Committee. The Programs and Performance Committee shall be responsible for reviewing and approving any modifications or additions to the Clinical Policies and Procedures, and for monitoring and making recommendations for the implementation and improvement of the quality improvement program. The Committee shall review and make recommendations to the Executive Committee regarding administrative policies and procedures. It shall receive and provide feedback regarding plans or proposals to develop new programs and implement changes to existing programs. The Programs and Performance Committee may coordinate its efforts with any similar committees existing at an affiliate of the Corporation sponsored by the Members. - 11 - Amended and Restated Bylaws of Camillus House, Inc. Section 10 Institutional Advancement Committee The Institutional Advancement Committee shall be composed of no fewer than three (3) persons and meet at least quarterly. It shall, in cooperation with the CEO and the VP of Development, monitor, plan and execute fund raising, community support and public relations activities. Section 11 Governmental Relations Committee The Government Relations Committee shall be composed of no fewer than three (3) persons and meet at least twice a year to develop the legislative priorities and focus for the organization. The Committee shall provide oversight and guidance regarding organizational interactions with governmental entities. It shall act as liaison when necessary for interactions with local, State, and Federal officials, including elected officials. It shall provide advice to staff and make recommendations to the Executive Committee regarding efforts to educate and engage elected and other governmental representatives about issues relevant to Camillus House. Section 12 Ad Hoc Committees The Chairperson may, from time to time, create, in accordance with Section 1, Article X, above, Ad Hoc Committees. These committees may coordinate their efforts with any similar committees existing at an affiliate of the Corporation owned by the Members. The Chairperson shall delineate the role and purpose of the Ad Hoc Committee, as well as the Committee's anticipated operational term, and appoint members. The following is a non -exhaustive list of potential Ad Hoc Committees: Investment Committee; and Gala Committee. ARTICLE XI CEO Section 1 Selection of CEO The Board of Directors shall propose a candidate to the Members of the Corporation for the position of CEO. Final approval or hiring or discharge of the President/CEO shall come from the Members. Section 2 Duties of the CEO The CEO of Camillus House shall be the chief executive and administrative officer of Camillus House. He/she reports to the Board of Directors and is under the supervision of the Board. He/she performs the duties provided for in these Bylaws, those assigned by the Board of Directors, and those that shall be necessary and proper for the enhancement and management of Camillus House. The CEO shall perform duties necessary to further Camillus House's development, including fund raising, and to enhance Camillus House's reputation as a Catholic charitable institution within the community. -12- Amended and Restated Bylaws of Camillus House, Inc. The CEO shall make a monthly written report to the Board of Directors and to the Director of Corporate Affairs of the Members of the Corporation outlining the activities of the Corporation including, but not limited to, monthly financial statements and any actions taken by the Executive Committee during the month. The CEO shall serve as Camillus House's liaison with the community. He/she shall help to formulate Camillus House's policies and mission and annunciate that policy and mission to the public. He/she shall impart the mission and philosophy of the Hospitaller Order of St. John of God and the approved inspiration and vision of Camillus House as a charitable institution imbued with Catholic ideals to the Camillus House community and the community at large. The CEO shall be an ex officio member of all standing committees of the Board of Directors. The duties of the CEO maybe more specifically outlined from time to time by the resolution of the Board of Directors. Section 3 Contracts and Documents The CEO and any other person authorized by the Board of Directors is/are hereby designated as authorized contracting officer(s) with power to execute on behalf of Camillus House all contracts and other legal instruments made in the ordinary course of the business of Camillus House subject to all limitations specified in these Bylaws. Section 4 Reporting to Board The CEO shall make, or cause to be made, an annual report of the affairs and general condition of Camillus House at the annual meeting of the Board of Directors. He/she shall make, or cause to be made, at all other Board meetings, or more frequently if requested by the Board of Directors, financial reports of all funds and assets belonging to Camillus House and of all income and expenditures pertaining to its operations, comparing actual performance to budgeted funds. Such reports shall reflect any and all investments, reinvestments and other changes in the securities held by Camillus House. Section 5 Appointments/Removals The CEO shall appoint or remove staff of the corporation when deemed by the CEO to be in the best interest of the corporation. Section 6 Performance Evaluations The Executive Committee shall conduct and review the performance of the CEO on an annual , basis and present such appraisal to the Directors during the annual meeting. - 13 - Amended and Restated Bylaws of Camillus House, Inc. ARTICLE XII ADVISORY BOARDS The Board of Directors may at its discretion create one or more Advisory Boards which shall function as a source of advice, aid and council to the CEO of Camillus House, and/or to the Board of Directors. Advisory Boards may establish such operating procedures, subject to the Board of Director's approval, as the members of those Boards deem expedient. Those operating procedures are subservient to these Bylaws. If there is any conflict between those procedures and these Bylaws, these Bylaws shall prevail. ARTICLE XIII FINANCIAL TRANSACTIONS Section 1 Deposits All funds of the Corporation shall be promptly deposited to the credit of the Corporation in one or more such .banks, trust companies or other depositories as the CEO may from time to time designate, and upon such terms and conditions as may be prescribed by the Board of directors. The Directors may from time to time authorize the opening and keeping, with any such depository as the /CEO may designate, general and special bank accounts and may make such special rules and regulations with respect thereto, not inconsistent with the provisions of these Bylaws, as it may deem necessary. The Directors shall authorize only those socially responsible investments that fall within the operating philosophy and mission statement that underlie the charitable ministry of Camillus House. Section 2 Withdrawals All checks, drafts or other orders for the payment of money, and all notes or other evidences of such indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation as the Directors may from time to time designate, and in such manner as may be prescribed by the Directors. In the absence of specific signatories being designated by the Directors, all such instruments shall be signed by the COO or CFO and be countersigned by the CEO. Section 3 Gifts The Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for and consistent with the general purposes of the Corporation, or for and consistent with any specific purpose of the Corporation. Section 4 Loans No loans shall be made by the Corporation to Directors or Officers. The members of the Board of Directors who vote for, or assent to, the making of a loan to a Director or Officer, and any member -14- Amended and Restated Bylaws of Camillus House, Inc. of the Board of Directors or Officer participating in the making of such loan, shall be jointly and severally liable to the Corporation for immediate repayment of the amount of such loan. Section 5 Records According to applicable record retention laws, the Corporation shall keep correct and complete records of all of its financial transactions, which records shall be open for inspection at any reasonable time by any Officer or Director. ARTICLE XIV DISCRIMINATION PROHIBITED In administering its affairs, Camillus House shall not discriminate against any person or group protected by law. ARTICLE XV AMENDMENTS Section 1 Notice No amendment to these Bylaws proposed by the Board shall be submitted to the Members for approval unless notice of the proposed amendment shall be included with the notice of the meeting of the Board of Directors at which the amendment is to be considered. However, nothing shall prevent the Members of the Corporation from amending these Bylaws on their own with notice to the Directors. Section 2 Vote Subject to the notice provisions of Section 1 of this Article, at any duly constituted regular or special meeting of the Board of Directors at which a quorum is present, a motion may be made to amend the Bylaws. If a majority of the Directors present vote in favor to the amendment, the Motion to Amend shall be passed and the Secretary shall then submit the Motion to the Members of the Corporation for final approval. Section 3 Effect These Bylaws are intended to establish operating guidelines for Camillus House within the legal framework created by the Articles of Incorporation. The Bylaws are subservient to the Articles of Incorporation. If there is any conflict between the Articles of Incorporation and the Bylaws, the Articles of Incorporation shall prevail. - 15 - Amended and Restated Bylaws of Camillus House, Inc. ARTICLE XVI INDEMNIFICATION The Corporation shall indemnify each of its Directors and officers to the fullest extent permitted by applicable Florida corporate law at this time and as such rights of indemnity may be increased in the future, providing, however, that the Director or Officer was not in willful breach of his/her fiduciary duties to this Corporation. ARTICLE XVII EFFECTIVE DATE These amended and restated Bylaws shall be effective and shall replace all prior Bylaws of the Corporation upon adoption thereof by the Members. The foregoing resolution was adopted at a duly and r q larly cal d meetin of the Members of the Corporation held in on the day of , 2018. IN ITNE S WHEREOF, I have hereunto set my hand and seal this ! 4 day of NO ern�vedr2018 Attest: Secretary of the Corporation Reginald A. Howson Provincial, Hospitaller Order of St. John of God - Province of the Good Shepherd in North America - 16 - EXHIBIT C INSURANCE REQUIREMENTS-CAMILLUS HOUSE I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 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 Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident B. Endorsements Required City of Miami listed as an additional insured $ 1,000,000 20-1894K III. 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 Combined Single Limit Each Claim $1,000,000 General Aggregate Limit Retro $1,000,000 Date Included V. Umbrella Liability Each Occurrence Policy Aggregate $1,000,000 $1,000,000 City of Miami listed as additional insured. Excess over all applicable liability policies contained herein. 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 "Class 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. 20-1894K A Q® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 1/12/2021 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 policy(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). PRODUCER Marsh & McLennan Agency LLC orate Drive 1000 Corporate 400 Fort Lauderdale FL 33334 CONTACT NAME: PHONE FAX (A/C No. Ext): 954-938-8788 (NC, No): E-MSuite ADDARESS: certificates@mma-fl.com INSURER(S)AFFORDING .COVERAGE NAIC# INSURERA: RetailFirst Insurance Company 10700 INSURED CAMILHOUSE1 Camillus House Inc. 1603 NW 7th Avenue Building G Miami FL 33136 INSURER B : INSURER C : INSURERD: INSURERE: INSURER F : COVERAGES CERTIFICATE NUMBER: 1560235774 REVISION NUMBER: 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 TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MMIDD/YYYY) POLICY EXPIY (MM/DDYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES (Ea occurrence) $ CLAIMS -MADE OCCUR MED EXP (Any one person) $ PERSONAL 8 ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PRO- JECT PER: LOC PRODUCTS-COMP/OPAGG $ $ AUTOMOBILE LIABILITY ANY AUTO OWNED ONLY HIRED SCHEDULED►`,AUTOS AUTOSL� NON -OWNED AUTOS_ONLY EVI"\\ ill rJ{} ►UBODILY COMBINED SINGLE LIMIT (Ea accident) $ INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB _OCCUR CLAIMS -MADE . % ` l l 2/ 1 EACH OCCURRENCE $ AGGREGATE $ $ DED RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPR PRIE ER EXCLUDED?ECUTIVE OFFICE(Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N/A 52058602 1/1/2021 1/1/2022 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L.-DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) re: Day Center Agreement and Pottinger Shelter Program Proof of Insurance only. CERTIFICATE HOLDER CANCELLATION 1 City of Miami 3500 Pan American Drive Miami FL 33133 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) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD i ® A� » CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 6/5/2020 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 policy(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). PRODUCER Artex Risk Solutions, Inc. (CB) 2850 Golf Road, 5th Floor Rolling Meadows IL 60008-4050 CONTNAME: ACT Christian Brothers Services PHONE FAX (NC No Est): 800-807-0300 (NC, No): 630-378-2508 AIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Pennsylvania Manufacturers Assoc Ins Co 12262 INSURED CHRIBRO-14 Brothers of the Christian Schools & Affiliates Loc#1176001 CAMILLUS HOUSE INC 1205 Windham Parkway Romeoville IL 60446-1679 INSURERB: Old Republic Insurance Company 24147 INSURERC: INSURER D : INSURERE: INSURER F : COVERAGES CERTIFICATE NUMBER: 2090811857 REVISION NUMBER: 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 LTRINSD TYPE OF INSURANCE ADDL SUBR WVD POLICY NUMBER POLICY EFF (MMIDD/YYYY) POLICY EXP (MM/DDIYYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y N 822000 0998922 6/15/2020 6/15/2021 EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENED PREMISES (Ea occurrence) $ 100,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 15,000 PERSONAL & ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 3,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO JECT PER: LOC PRODUCTS-COMP/OPAGG $2,000,000 $ B AUTOMOBILE X X LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY X SCHEDULED AUTOS NON -OWNED AUTOS ONLY Y N MWTB 21543 1" 6/15/2020 f� ``-a ^ � � 6/15/2021 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ O AGGREGATE $ $ DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A I J STATUTE OTH ER - - - ---- E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A A Ltd. Prof. HealthCare-Claims Made Excess Automobile Liability N N N N 822000 0998922 822000 0998922 6/15/2020 6/15/2020 6/15/2021 6/15/2021 $1,000,000 Occur. Occurrence $1,000,000 Aggreg. $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Only the General Liability Coverage will apply on a Primary and Non -Contributory basis (per attached endorsement) if required by fully executed written contract. Certificate Holder is added as Additional Insured (per attached endorsement) for General Liability and Automobile coverages solely, strictly and specifically with regards to: City of Miami Contracts. City of Miami is added as Additional Insured where required by contract. CERTIFICATE HOLDER CANCELLATION The City of Miami 444 SW 2nd Avenue Miami FL 33130 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 © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD IL 10 (12/06) OLD REPUBLIC INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM SCHEDULE Name of Person(s) or Organization(s): All persons or organizations as required by contract or agreement With respect to COVERED AUTOS LIABILITY COVERAGE, Who Is An Insured is changed with the addition of the following: Each person or organization shown in the Schedule for whom you are doing work is an "insured". But only for "bodily injury" or "property damage" that results from the ownership, maintenance or use of a covered "auto" by: 1. You; 2. an "employee" of yours; or 3. anyone who drives a covered "auto" with your permission or with the permission of one of your "employees". However, the insurance afforded to the person or organization shown in the Schedule shall not exceed the scope of coverage and/or limits of this policy. Not withstanding the foregoing sentence, in no event shall the insurance provided by this policy exceed the scope of coverage and/or limits required by the contract or agreement. PCA001 1013 MWTB 21543 Religious and Charitable Risk Pooling Trust 06/15/2020 - 06/15/2021 PENNSYLVANIA MANUFACTURERS' ASSOCIATION INSURANCE COMPANY Named Insured: Attaching to and forming part of Policy No. 822000 0998922 THE RELIGIOUS AND CHARITABLE RISK POOLING TRUST OF THE BROTHERS OF THE CHRISTIAN SCHOOLS AND AFFILIATES Effective date of this endorsement is June 15, 2020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under SECTION II INSURING AGREEMENT C, GENERAL LIABILITY COVERAGE defined within the Coverage Agreement SECTION 1: Schedule Name of Additional Insured Persons(s) or Organization(s): Designated Location(s) Of Covered Operations: ANY PERSON OR ORGANIZATION WHEN YOU HAVE AGREED IN A WRITTEN CONTRACT FOR THAT PERSON OR ORGANIZATION TO BE ADDED AS AN ADDITIONAL INSURED ON YOUR POLICY. If no entry appears above, information required to complete this endorsement will be shown in the Certificate of Coverage as applicable to this endorsement. Section II Insuring Agreement C -Name of Insured Amended A. Who Is An Insured defined in the General Insurance Agreement is amended to include as an Additional Insured the person(s) or organization(s) shown in the Schedule above, but only with respect to liability in the performance of the Named Insured's ongoing operations for the Additional Insured(s) at the Location(s) designated in the Schedule above for "bodily injury" or "property damage", caused in whole or in part, by the Named Insured's acts or omissions which. takes place after the execution of a written agreement with the Additional Insured(s). B. For the coverage provided by this endorsement: the following paragraph is added to Section IV —General Conditions, Section II, Insuring Agreement C-General Liability. This insurance is primary insurance as respects to this coverage to the additional insured person or organization, where the written contract or written agreement requires that this insurance be primary and noncontributory. In that event, we will not seek contribution from any other insurance policy available to the additional insured on which the additional insured person or organization is a Named Insured. - C. Who Is An Insured is also amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by the "Named Insured's work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products -completed operations hazard". The most we will pay is the amount of insurance required by the written contract or the amount of applicable limits of insurance under this policy; whichever is less. This Insurance does not apply to any claims or suits seeking damages, including defense, arising out of, directly or indirectly, from any actual or alleged participation in any act of sexual misconduct, sexual harassment, sexual molestation, sexual abuse or any claim sexual in nature, physical or mental, of any person. Except as amended in this endorsement, this insurance is subject to all coverage terms, clauses and conditions in the policy to which this endorsement is attached and only applies to the extent permitted bylaw.