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HomeMy WebLinkAbout23409AGREEMENT INFORMATION AGREEMENT NUMBER 23409 NAME/TYPE OF AGREEMENT AGAPE 4 ORPHANS INTERNATIONAL, INC. DESCRIPTION ANTI -POVERTY INITIATIVE FUNDING AGREEMENT/CITY FOOD PROGRAM/FILE ID: 7435/R-20-0152/MATTER ID: 21- 1470 EFFECTIVE DATE July 12, 2021 ATTESTED BY TODD B. HANNON ATTESTED DATE 7/12/2021 DATE RECEIVED FROM ISSUING DEPT. 7/15/2021 NOTE ,0400 i q CITY OF MIAMI DOCUMENT ROUTING FORM A3L tit eir ORIGINATING DEPARTMENT: Office of Grants Administration DEPT. CONTACT PERSON: Malissa T. Sutherland EXT. 1005 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Agape 4 Orphans International. Inc. IS THIS AGREEMENT A RESULT OF A CO\IPETITIVE PROCUREMENT PROCESS? 0 YES ❑ NO TOTAL CONTRACT A'IOUNT: $ 49.000 FUNDING INVOLVED`' ❑ YES ❑ NO TYPE OF AGREEMENT: E MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT E LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) API ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT PURPOSE OF ITENI (BRIEF SUJIMARY): The attached API agreement is beine routed for re,ie" signature. The API allocation from the ylaor's Office for Agape 4 Orphans International. Inc. is for S49,000 and does not require Commission approval. COMMISSION APPROVAL DATE: / / FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: 23 ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DEPARTMENTAL DIRECTOR 6/28/21 PRINT:LILLIAN BLONDET 1 ,z� SIGNATURE: Ir, , r,! ,.,� SUBMITTED TO OFFICE OF MANAGEMENT AND BUDGET PRINT:LEON NIICHEL SIGNATURE: SUBMITTED TO RISK MANAGEMENT 6/28/21 PRINT: ANN-MARIE SHARPE SIGNATURE: SUBMITTED TO CITY ATTORNEY Matter ID: 21-1470 D.J.G. I / / ? 2-1 PRINT: VICTORIA NIENDEZ SIGNATURE: APPROVAL BY ASSISTANT CITY MANAGER 7 �/ PRINT:FERNANDO CASAMAYOR SIGNATURE: - _____ RECEIVED BY CITY MANAGER I i( 0 R 2021 P T: A T : "O SIGNATURE: 1) ONE ORIGINAL TO CITY CLERK, 2) ONE COPY TO CITY ATTORNEY'S OFFICE, 3) REMAINING ORIGINAL(S) TO ORIGINATING DEPARTMENT PRINT: SIGNATURE: PRINT: SIGNATURE: PRINT: SIGNATURE: PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER CITY OF MIAMI ANTI -POVERTY INITIATIVE FUNDING AGREEMENT This ANTI -POVERTY INITIATIVE AGREEMENT ("Agreement") is entered into this A2 day of 20,E !! by and between the CITY OF MIAMI, a municipal corporation of the State of Florida, located at 414 SW 2nd Avenue, Miami, FL 33130 ("CITY"), and Agape 4 Orphans International, Inc. a Florida not for profit corporation, located at 3330 Frow Avenue, suite A, Coconut Grove, FL 33133 ("RECIPIENT"). The CITY and the RECIPIENT may each be referred to as a "Party" and may collectively be referred to as the "Parties." WHEREAS, the City created the Anti -Poverty Initiative ("API") to address poverty based on a strategy of focusing the provision of support towards the City's residents achieving self- sufficiency; and WHEREAS, the RECIPIENT submitted a Request for API Funding to the City; and WHEREAS, the CITY adopted Resolution No. R- 20 _ 0152 on May 14 , 20 20 wherein the CITY approved providing funds to the RECIPIENT in the not to exceed amount of Forty Nine Thousand dollars ($ 49,000 .00) ("Funds"), attached and incorporated as Exhibit "A", as applicable; and WHEREAS, the CITY agrees to enter into this Agreement with the RECIPIENT to set forth the terms and conditions relating to the use of the Funds by the RECIPIENT. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties agree as follows: TERMS 1. RECITALS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 2. TERM: The term of this Agreement shall commence on June 23 , 2021 and shall continue until June 23 20 22. 3. GRANT OF FUNDS: Subject to the terms and conditions set forth herein and RECEIPIENT'S compliance with all of its obligations hereunder, the CITY hereby agrees to make available to the RECIPIENT the Funds to be used for the purpose(s), program(s), initiative(s), and activity(ies) (as defined in Exhibit "B"), and as disbursed in the manner hereinafter provided. Page 1 City of Miami API Funding Agreement Agape 4 Orphans International. Inc. 4. USE OF FUNDS: The Funds shall be used by the RECIPIENT as described in the Scope of Work, attached and incorporated herein as Exhibit "B" and the Budget, attached and incorporated herein as Exhibit "C" submitted by the RECIPIENT to the CITY. DISBURSEMENT OF FUNDS: A. The CITY shall provide Funds to the RECIPIENT in the not to exceed amount of Forty Nine Thousand dollars ($ 49,000 00) B. Payment shall be made in accordance with the schedule as set forth in Composite Exhibit "D". C. The RECIPIENT shall provide the CITY with a City of Miami Request for Payment Form attached and incorporated as Composite Exhibit "D" prior to any disbursement of funds by the CITY. Prior to any disbursement of funds by the CITY the RECIPIENT will need to provide a valid and executed W9 form and completed City of Miami Supplier Direct Deposit (ACH) Authorization Form, as applicable. D. The RECIPIENT shall provide the CITY a Close -Out Report, in similar format as Exhibit "F", at the end of the program, summarizing the services, programs and/or activities described in the Scope of Work as Exhibit "B" and included in the Budget as Exhibit "C". , 5. COMPLIANCE WITH POLICIES AND PROCEDURES: RECIPIENT understands that the use of the Funds is subject to specific reporting. record keeping, administrative and contracting guidelines, audit, and other requirements affecting the activities being funded by the API Funds for the Scope of Work. RECIPIENT covenants and agrees to comply with such requirements, and represents and warrants to the CITY that the Funds shall be used in accordance with all of the requirements, terms and conditions contained therein, as the same may be amended during the term hereof. Without limiting of the foregoing, RECIPIENT represents and warrants that it will comply with, and the Funds will be used in accordance with, all applicable federal, state, and local codes, laws, rules and regulations. 6. RECORDS. INSPECTIONS. REPOR S/ATTDITS AND EVAL ATION: To the extent required by law, the Inspection and Audit provisions set forth in Sections 18-101 and 18-102 of the Code of the City of Miami, Florida, as amended ("City Code"), are deemed as being incorporated by reference herein and additionally apply to this Agreement. The CITY shall have the right to conduct audits of RECIPIENT'S records pertaining to the Funds and that Page 2 City of Miami API Funding Agreement Agape 4 Orphans International, Inc. reasonable times. and for a period of up to three (3) years following the termination ofthis Agreement. audit, or cause to be audited. those books and records of the RECIPIENT which are related to RECIPIENT'S performance under this Agreement. RECIPIENT agrees to maintain all such books and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement. The CITY may also, and the RECIPIENT shall permit, the CITY and other persons duly authorized by the CITY to inspect all Agreement records, facilities, goods, and activities of the RECIPIENT which are in any way connected to the activities undertaken pursuant to the terms of this Agreement, and/or interview any clients. employees. subcontractors or assignees of the RECIPIENT as requested by the CITY. At the request of the CITY, the RECIPIENT shall transmit to the CITY written statements of the RECIPIENT's official policies on specified issues relating to the RECIPIENT's activities. RECIPIENT understands, acknowledges, and agrees that: a) The CITY must meet certain record keeping and reporting requirements with regard to the Funds and that in order to enable the CITY to comply with its record keeping and reporting requirements. RECIPIENT shall maintain all records as required by the CITY; and b) At the CITY's request, and no later than thirty (30) days thereafter. RECIPIENT shall deliver to the CITY such reports and written statements relating to the use of the Funds as the CITY may require from time to time; and c) All costs and expenses of the activities described in Exhibit "C" shall be at actual cost with no markups; and d) RECIPIENT'S failure to comply with these requirements or the receipt or discovery (by monitoring, evaluation. or audit) by the CITY of any inconsistent, incomplete, or inadequate information shall be grounds for the immediate termination of this Agreement by the CITY and the immediate reimbursement to the CITY of any and all funds or amounts disbursed pursuant to this Agreement. RECIPIENT represents and warrants to the City that: (i) it possesses all qualifications, licenses and expertise required for the performance of the Scope of Work; (ii) it is not delinquent in the payment of any sums due to the City, including payment of permit fees, occupational licenses, etc., nor in the performance of any obligations to the City; and (iii) all personnel assigned to perform the Scope of Work are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each. Page 3 City of Miami AN Funding Agreement Agape 4 Orphans International, Inc. Any inconsistent, incomplete, or inadequate information, either received by the CITY or obtained by the CITY, shall constitute cause for the CITY to terminate this Agreement. ?. AWARD OF AGREEMENT: RECIPIENT represents and warrants to the CITY that it has not employed or retained any person or company employed by the CITY to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 8. COMPLIANCE WITH FEDERAL. STATE AND LOCAL LAWS: RECIPIENT understands that agreements between private entities and local governments are subject to certain laws, codes, rules and regulations, including, without limitation, laws pertaining to public records, conflict of interest, record keeping, etc. The Parties agree to comply with and observe all applicable laws, codes and ordinances as they may be amended from time to time. 9. INDEMNIFICATION: RECIPIENT shall indemnify, defend and hold harmless the CITY and its officials. employees (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages. claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the negligent performance or non-performance of the Services contemplated by this Agreement (whether active or passive) of RECIPIENT or its employees or subcontractors (collectively referred to as "RECIPIENT'') which is directly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive or in strict liability) of any of them, or (ii) the failure of the RECIPIENT to comply materially with any of the requirements herein, or the failure of the RECIPIENT to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, local. federal or state, in connection with the performance of this Agreement even if it is alleged that the CITY, its officials anddor employees were negligent. RECIPIENT expressly agrees to indemnify, defend and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of RECIPIENT, or any of its subcontractors, as provided above. for which the RECIPIENT's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. RECIPIENT further agrees to indemnify. defend and hold harmless the Indemnitees from and against (i) any and all Liabilities Page 4 City of Miami API Funding Agreement Agape 4 Orphans International, Inc. imposed on account of the violation of any law, ordinance, order. rule, regulation, condition, or requirement, related directly to RECIPIENT's negligent performance under this Agreement, compliance with which is left by this Agreement to RECIPIENT, and (ii) any and all claims, and/or suits for labor and materials furnished by RECIPIENT or utilized in the performance of this Agreement or otherwise. This provision shall survive the termination or expiration of this Agreement, as applicable. RECIPIENT understands and agrees that any and all liabilities regarding the use of any subcontractor for Services related to this Agreement shall be borne solely by the RECIPIENT throughout the duration of this Agreement and that this provision shall survive the termination or expiration of this Agreement, as applicable. 10. REVERSION OF ASSETS: Upon the expiration, termination. or cancellation of this Agreement, any unspent API Grant funds shall immediately revert to the possession and ownership of the CITY and RECIPIENT shall transfer to the CITY all unused API Grant funds at the time of such expiration, termination, or cancellation. 11. DEFAULT: If RECIPIENT fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then RECIPIENT shall be in default. Upon the occurrence of a default hereunder the CITY, in addition to all remedies available to it by law, may immediately, upon written notice to RECIPIENT, terminate this Agreement whereupon all payments, advances, or other compensation paid by the CITY to RECIPIENT while RECIPIENT was in default shall be immediately returned to the CITY. RECIPIENT understands and agrees that termination of this Agreement under this section shall not release RECIPIENT from any obligation accruing prior to the effective date of termination. Should RECIPIENT be unable or unwilling to commence to perform the Services within the time provided or contemplated herein. then, in addition to the foregoing. RECIPIENT shall be liable to the CITY for all expenses incurred by the CITY in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the CITY in the procurement of the Services, including consequential and incidental damages. 12. CITY'S TERMINATION RIGHTS: The CITY shall have the right to terminate this Agreement, in its sole discretion, at any time, by giving written notice to RECIPIENT at least five (5) business days prior to the effective date of such termination. In such event, the CITY shall pay to RECIPIENT compensation for services rendered and expenses incurred prior to the Page 5 City of Miami API Funding Agreement Agape 4 Orphans International, Inc. effective date of termination. In no event shall the CITY be liable to RECIPIENT for any additional compensation, other than that provided herein, or for any consequential or incidental damages. 13. REMEDIES FOR NONCOMPLIANCE: The CITY retains the right to terminate this Agreement at any time prior to the completion of the services required pursuant to this Agreement without penalty to the CITY. In that event, notice of termination of this Agreement shall be in writing to the RECIPIENT, who shall be paid for those services performed prior to the date of its receipt to the notice of termination. In no case, however, shall the CITY pay the RECIPIENT an amount in excess of the total sum provided by this Agreement. It is hereby understood by and between the CITY and the RECIPIENT that any payment made in accordance with this Agreement to the RECIPIENT shall be made only if the RECIPIENT is not in default under the terms of this Agreement. If the RECIPIENT is in default, the CITY shall not be obligated and shall not pay to the RECIPIENT any sum whatsoever. If the RECIPIENT fails to comply with any term of this Agreement, the CITY may take one or more of the following courses of action: (I) Temporarily withhold cash payments pending correction of the deficiency by the RECIPIENT, or such more severe enforcement action as the CITY determines is necessary orappropriate. (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. (3) Wholly or partially suspend or terminate the current API Program Funds awarded to the RECIPIENT. (4) Withhold further API Program funding for the RECIPIENT. (5) Take all such other remedies that may be legally available. 14. IV ARKETING: RECIPIENT shall consult with the City Manager, or his or her designee, regarding all uses and displays of the recognition of the CITY. The CITY shall have the right to approve the form and placement of all acknowledgements, which approval shall not be unreasonably withheld. 15. INSURANCE: The required Insurance, as approved by the City of Miami Department of Risk Management shall be provided by the RECIPIENT and all such proof shall be Page 6 City of Miami API Funding Agreement Agape 4 Orphans International, Inc. attached as an Exhibit to this Agreement. Those entities/individuals required to be listed as additional insured by the Department of Risk Management shall be included on all insurance certificates and furnished by the RECIPIENT. RECIPIENT shall, at all times during the term hereof, maintain insurance coverage in accordance with Exhibit "E" attached and incorporated by this reference. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage shall be furnished to the City on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled during the performance of the services under this contract. Execution of this Agreement is contingent upon the receipt of proper insurance documents. 16. NONDISCRIMINATION: RECIPIENT represents and warrants to the City that RECIPIENT does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with RECIPIENT's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. RECIPIENT further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 17. ASSIGNMENT: This Agreement shall not be assigned by RECIPIENT, in whole or in part, without the prior written consent of the CITY, which may be withheld or conditioned, in the CITY'S sole discretion. 18. CERTIFICATIONS REGARDING DEBARMENT. SUSPENSION. AND OTHER RESPONSIBILITY MATTERS: RECIPIENT certifies to the best of its knowledge and belief that it and its principals: a) Are not presently debarred. suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal, State. or local agency. b) Have not within a three (3) year period preceding the adoption of the Resolution, attached and incorporated as Exhibit "A", as applicable, been convicted of or had a civil judgement rendered against them for the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal Page 7 City of Miami API Funding Agreement Agape 4 Orphans Intemational, Inc. or State antitrust statutes or falsification or destruction of records. making false statements, or receiving stolen property; c) Are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph 16.b of this certification; and d) Have not within a three (3) year period preceding the adoption of the Resolution. attached. and incorporated as Exhibit "A", as applicable. had one or more public transactions (Federal, State, or local) terminated for cause ordefault. Where the prospective primary participant is unable to certify to any of the statements in this certification. such prospective participant shall submit an explanation to the CITY and the CITY shall have the right to, in the CITY's sole discretion, to not enter into or terminate this Agreement. 19. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. RECIPIENT Agape 4 Orphans International, Inc. 3330 Frow Avenue, Suite A Coconut Grove, FL 33133 Attn: Micheal Bryant CITY City of Miami Office of Grants Administration 444 SW 2nd Avenue, 5th Floor Miami, FL 33130 Attn: Lillian Blondet. Director With copies to: Office of the City Attorney 411 SW 2nd Avenue, Suite 945 Miami, FL 33130 Attn: Victoria Mendez, City Attorney Page 8 City of Miami AN Funding Agreement Agape 4 Orphans International. Inc. 20. PUBLI . RECORDS: Pursuant to the provisions of Section 119.0701. Florida Statutes, RECIPIENT must comply with the Florida public records laws, specifically the RECIPIENT must: A. Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. B. Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter of the Florida Statutes or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. D. Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of the RECIPIENT upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. E. All records stored electronically must be provided to the CITY in a format that is compatible with the information technology systems of the CITY. IF THE RECIPIENT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE RECIPIENT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, PUBLICRECORDS@MIAMIGOV.COM, AND 444 S.V. 2ND AVENUE, SUITE 945, MIAMI, FL 33130. 21. CONFLICT OF INTEREST: RECIPIENT has received copies of, and/or is familiar with. the following provisions regarding conflict of interest in the performance of this Agreement by RECIPIENT. RECIPIENT covenants, represents and warrants that it will comply with all such conflict of interest provisions includirtg, but not limited to: (a) the Code of the City of Miami, Florida, Chapter 2, Article V; and (b) Miami -Dade County Code, Section 2-11.1. 22. GOVERNING LAW. VENUE. AND FEES: This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in all proceedings shall be in Page 9 City of Miami API Funding Agreement Agape 4 Orphans International, Inc. Miami -Dade County, Florida and the parties explicitly agree to the use of this venue. The term "proceedings" shall include, but not be limited to, all meetings to resolve the dispute, including voluntary arbitration. mediation, or other alternative dispute resolution mechanism. The parties both waive any defense that venue in Miami -Dade County is not convenient. In any civil action or other proceedings between the parties arising out of the Agreement. each party shall bear its own attorney's fees. 23. WAIVER OF JURY TRIAL: Neither the RECIPIENT, nor any assignee, successor, heir or personal representative of the REC[PIENT, nor any other person or entity, shall seek a jury trial in any lawsuit, proceeding, counterclaim or any other litigation procedure based upon or arising out of any of the Agreement and/or any modifications, or the dealings or the relationship between or among such persons or entities, or any of them. Neither the RECIPIENT, nor any other person or entity will seek to consolidate any such action in which a jury trial has been waived with any other action. The provisions of this paragraph have been fully discussed by the parties hereto, and the provisions hereof shall be subject to no exceptions. No party to this Agreement has in any manner agreed with or represented to any other party that the provisions of this paragraph will not be fully enforced in all instances. 24. MISCELLANEOUS PROVIS! NS: A. Title and paragraph headings are for convenient reference and are not a part of this Agreement. B. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. C. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms of this Agreement shall control. D. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. Page 10 City of -Miami API Funding Agreement Agape 4 Orphans International. Inc. 25. NON-DELEGABILITY: The obligations undertaken by the RECIPIENT pursuant to this Agreement shall not be delegated or assigned to any other person or firm, in whole or in part, without the CITY'S prior written consent, which may be withheld in the CITY'S sole discretion. 26. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 27. INDEPENDENT CONTRACTOR: RECIPIENT, its contractors, subcontractors, employees, and agents shall be deemed to be independent contractors, and not agents or employees of the CITY, and shall not attain any rights or benefits under the civil service or pension programs of the CITY, or any rights generally afforded its employees; further, they shall not be deemed entitled to Florida Workers' Compensation benefits as employees of the CITY. 28. NO THIRD -PARTY BENEFICIARY RIGHTS: No provision of this Agreement shall, in any way, inure to the benefit of any third parties so as to constitute any such third party a beneficiary of this Agreement, or of anyone or more of the terms hereof, or otherwise give rise to any cause of action in any party not a party hereto. 29. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of allocated and available funds, reduction or discontinuance of funds or change in laws, codes, rules, policies or regulations, upon thirty (30) days' notice. 30. RECIPIENT CERTIFICATION: The RECIPIENT certifies that it possesses the legal authority to enter into this Agreement pursuant to authority that has been duly adopted or passed as an official act of the RECIPIENT'S governing body, authorizing the execution of this Agreement, including all understandings and assurances contained herein, and directing and authorizing the person identified as the official representative of the RECIPIENT to act in connection with this Agreement and to provide such information as may be requested. The aforementioned authorization for the RECIPIENT is attached and incorporated as Exhibit "G" 31. AUTHORITY: Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party's obligations and the certifications hereunder have been duly authorized Page 11 City of Miami API Funding Agreement Agape 4 Orphans International, Inc. and that the Agreement is valid and legal agreement binding on such party and enforceable in accordance with its terms. 32. CONSTRUCTION: Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of both parties have equally participated in the preparation of this Agreement. 33. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and entire agreement between the parties relating to the subject matter hereof and correctly sets forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. 34. COUNTERPARTS AND ELECTRONIC SIGNATURES: This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. [Remainder intentionally left blank; Signature page to follow] Page 12 City of Miami API Fondles Agreement Appe 4 Orphans biternational,+c. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the clay and year above written. ATTEST: "CITY" CITY OF MIAMI, a municipal corporation of lice State of Florida By: Ted 8. , • ity Cleit Date: Arthur -7 ta laDa 1 APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: a....� L. )4. 0(% Victoria Mendez Date: City Attorney. Matter ID: 21-1470 D.J.G. ATTEST: c:r%<,(Salid Print Name:_ 5/; j%ki5 Title: Ann -Marie Sharpe, Director Date: Risk Management "RECIPIENT" Page 13 ANTI -POVERTY INITIATIVE FUNDING AGREEMENT EXHIBIT A - CITY OF MIAMI RESOLUTION T. Sutherland, Malissa From: Pascual, Nikolas Sent: Wednesday, May 19, 2021 3:59 PM To: T. Sutherland, Malissa Subject: FW: Agape Enrichment Summer Academy 2021 Prospal Attachments: Agape 4 Orphans Summer Academy Proposal 2021.docx Good morning Malissa, Please see attached. I think we are good for that amount but I will let you know if we need to make any changes. Regards, -Nikolas Pascual From: "Schwarz, Jeremy" <JSchwarz@miamigov.com> Date: Wednesday, March 24, 2021 at 2:39 PM To: "Pascual, Nikolas" <NPascual@miamigov.com> Subject: Fwd: Agape Enrichment Summer Academy 2021 Prospal FYI on request below. Respectfully, J. Jeremy Schwarz PhD Senior Advisor/Counsel to the Mayor Mayor of Miami 3500 Pan American Drive Miami, Florida 33133 305.250.5302 From: Michael Bryant <mbryant91@comcast.net> Sent: Wednesday, March 24, 2021 2:23 PM To: Schwarz, Jeremy Subject: Fwd: Agape Enrichment Summer Academy 2021 Prospal UTION:,This is an email"fro ri an extyou-recognize- he ernal' source: Do:"not click links or open L:-- _ _ - sender acid knotiv'the-ccnieflt islsafe. Sent from my iPhone Begin forwarded message: From: Michael Bryant <agape4@comcast.net> Date: March 23, 2021 at 10:30:01 PM EDT 1 ANTI -POVERTY INITIATIVE FUNDING AGREEMENT EXHIBIT B — SCOPE OF WORK Insert Pages 2 & 3 from Anti -Poverty Funding Request Form City of Miami Anti -Poverty Initiative Program Funding Request Form ORGANIZATION AND PROGRAM/PROJECT INFORMATION Organization History and Background Information: Agape 4 Orphans has provided services for children and families for over IGyears within the City of Miami here Coconut Grove. We haee been instrumental in providing opportunities to youth with learning disabilities and at risk youth. We provide peer traning programs, summer Prep sonic . otucsuca suprv,-t to s ut elsa Ia 3€a oe earning &Pt-e mthf. We At drivies fens :otxhimr4 :Ai:Cren wstis e r ussas s Is your program/project providing direct services to residents of the city of Miami? YesONo© Number of residents your entity will ser, Frequency of Service: Age Group Served: 80 Summer Services 5-17 Is your program/project impacting one of Miami's disadvantaged communities? Yes ENo n Geographic Area Served (specific to this project/program) District Served (1, 2, 3, 4, 5, Citywide) Citywide Neighborhood/Community being served: c0C0"'a Gvwc a o'`town Program/Project Priority area (Select one): ❑ Educational Programs for children, youth and adults ❑ Crime Prevention CElderly meals, transportation, recreational and health/wellness related activities At -risk youth or youth summer job programs ❑ Transportation services and programs ❑ Job development, retention and training programs ❑ Homeless Services ❑ Food Distribution ❑ Essential supplies, during a State of Emergency, natural disaster, or economic crisis 2of5 Return this form to: mtrevino@miamigov,com (Last Revised May 15, 2020) City of Miami Anti -Poverty Initiative Program - Funding Request Form Program/Project Title: Agape Enrichment Summer Academy Project/Program Description: We provide and extention of services for children with special needs during the summer recess. We scriice low income base families and at risk youth. We vow to our continuation aiding our community youth with educational aid and field trips. Our mission is to assist children having dealt with hardship base on the enviroment surrounding,. 1011 21, Program Start Date: June Program End Date: August 7, 2021 Please describe how this program/project and funding will alleviate poverty within the Oty of Miami? So many families has bten directly affected by COVED Pandemic with the loss of family members and incon:e. Their 5nancial income in many cases has been depleted and no means for additional cog foc summer services. Having to rely on orpnization such as Agepe for rt.-source. in their children with specW needidinzsanimer s'e^airtti, IMPACT AND PERFORMANCE: Describe overall expected outcomes and performance measures for this projectfprogram: The out comes is that Agape 4 Orphans in partnership with City of Miami will provide a report showing the tbrce to tackly proverty within our communities. We will providc listed paricipants within City zip axes and picture-".•ideo to docament the itt and tr.sources of this slimmer servicz.s. Please attach additional pages to the back of this packet, lithe space above is not s Page 3 of S Return this form to: mtrevino@miamigov.com (last Revised May 15, 2020) ANTI -POVERTY IMTIATIVE FUNDING AGREEMENT EXHIBIT C — BUDGET Insert Page 4 from Anti -Poverty Funding Request Form City of Miami Anti -Poverty Initiative Program - Funding Request Form FUNDING REQUEST INFORMATION: Amount Requested: $ 49000.00 Explain how the City of Miami Anti -Poverty funding will be utilized: By making many summer extension service for children with special reeds and disabilities free fro low income families. Each child will receive educafionai support and field trips, recreation fi'a ss trainirg, warnmirg lessons, Community Base Irstruc en. Trot meals, computer tectc'o,y irsr can. Itemize API funding related to expenditures below: Personnel Salaries & Wages: Personnel Benefits Space Rental: Utilities (Electricity, Phone, Internet): Supplies: Marketing: Transportation (Participants): $ 20456.00 $ 2000.00 $ 4984.00 $ 685.00 s 5072.00 Meals (Participants): $ Professional Services (List each): 2350.00 Therapist Support Other (please describe): 6963.00 event & field trips Other (please describe): 5890.00 computer equip. Other (please describe): 600.00 background check }'a.;•_ 4 Return this form to: mtrevino@miamigcv.com (Last Revised May 15, 2020) ANTI -POVERTY INITIATIVE FUNDING AGREEMENT COMPOSITE EXHIBIT "D" API AGREEMENT COMPOSITE EXHIBIT "D" PAYMENT SCHEDULE 1. The CITY shall pay the RECIPIENT, up to the sum of $ 49,000 for the services provided pursuant to this Agreement. Request for Payments should be submitted to the CITY in a form provided by the City and included in this Exhibit as Request for Payment Form. 3. The RECIPIENT must submit the final request for payment to the CITY within 30 calendar days following the expiration date or termination date of this Agreement in a form provided by the CITY. If the RECIPIENT fails to comply with this requirement. the RECIPIENT shall forfeit all rights to payment and the CITY shall not honor any request submitted thereafter. 4. Schedule of payments to RECIPIENT will be as follows: One Time Payment 5. Any payment due under this Agreement may be withheld pending the receipt and approval by the CITY of all reports and information due from the RECIPIENT as a part of this Agreement and any modifications thereto. Date: June 23, 2021 Send to: API Request for Payment Form Invoice Number: 21-3535 City of Miami Office of Grants Administration 444 SW 2nd Ave., S"' Floor Miami, FL 33130 Program/Project Title: Recipient's Name: Recipient's Address: Agape Enrichment Summer Academy Agape 4 Orphans International, Inc. 3330 Frow Avenue, Ste. A Coconut Grove, Florida 33133 I hereby request payment in the amount of $ 49000.00 for expenses incurred in relation to the City of Miami Anti -Poverty Initiative Activity/Program/Services provide below. Number of People Served/Location of Services Service Description Rate Amount 50 Summer Camp Services June 21 thru August 6, 2021 1 49000.00 TOT 49000.00 I certify .•i at the Pro, _ ,�, ervice was provided in accordance to the approved Program/Project as des in the API F; ding Request Form and that expenses were incurred in the provision of said /Service. orized R; , re - ntative Si nature June 23, 2021 Date Michael Bryant Type Name President. Title: ANTI -POVERTY INITIATIVE FUNDING AGREEMENT EXHIBIT E - INSURANCE REQUIREMENTS I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $300,000 General Aggregate Limit S600,000 Personal and Adv. Injury $300,000 Products/Completed Operations $300,000 B. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident S 300,000 B. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. ,Limits of Liability S 100,000 for bodily injury caused by an accident, each accident S 100,000 for bodily injury caused by disease, each employee S500,000 for bodily injury caused by disease, policy limit IV. Professional Liability/Errors and Omissions Coverage (if applicable) Combined Single Limit Each Claim General Aggregate Limit Retro Date Included S 250,000 S 250,000 The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "CIass V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. ACORD CERTIFICATE OF LIABILITY INSURANCE DATE pMIOauYYYY) 06m/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: ff the certificate holder is an ADDITIONAL INSURED, the pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed. tf SUBROGATION IS WANED, 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 hotder in lieu of such endorsement(s). PRODUCER Niscex Inc. 520 Madison Avenue 32nd Floor New York, NY 10022 CONTACT ElaetE: PHONE. Exit: (888) 2023007 ADOREn contaat@hiscox.com INSURER{S)AFFORDINGcoVRAGE INSURER A: HIScox Insurance Company Inc j (AX A,C, Nok s INSURED Agape 4 Orphans international. Inc. 3330 Frew Avenue Miami FL 33133 INSURER B INSURER C: INSURER D: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS Is TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE INDICATED. NOTWITHSTANDING ANY RECUIREMENT. TERM CR CONDITION OF ANY CCF4 T RACT CR OTHER DOCUMENT WITH RESPECT CERTIFICATE '1 AY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO EXCLUSIONS AND COND[TtCNS OF SUCH PCUCIES.CLAIMS LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAS POLICY PERIOD TO WHICH THIS ALL THE TERMS, INSR LTR TYPE OP INSURANc �� i so WVO 1 POLICY NUMBER (i_ouveDIYYYYI IY341DOlWYO ITS A X 1 COatrtERCIALGENERAL uA9tLRY L I OCCUR Y UDG1800429-CGL-20 08/16/2020 08/16/2021 EACH OCCURRENCE s 1 000 000 . CLANS -MADE PREMISES (Ea opaR*erce) S 100,000 , VDaP(AnyOne ) I 5,000 X Primary a Non COrdaufory Pe sO AL a Any L URY S 1,000,000 GENL X AGGREGATE EMT POLICY j ( PS'1 APPLIES PER: 1 LOC czNERAI. AGGREGATE s 2,000,000 PRODUCTS -COMPNOPAGG S SR Gen. Agg. OTHER S r•1 AUTOMOBILE MORAY ANY AUTO OWNED ONLY AUTOS HIRED AUTOS ONLY AUTO YO,\'-0WNED g, i M!TC35 QVLYerar .LCEJaS4i�. SINGLE LIMIT S BOOZY INJURY (Per person) S sortax UURY(Peraai6ent) S PROPERTY (DAMAGE S S —r UMBRELLA UPS EXCESSUAB _' OCCUR GUMS-W11E EACH OCCURRENCE S AGGREGATE !I8 DED 1 1 RETENTIONS f WORKERS COLIPENSATION AND EMPLOYERS' L7A81LW' ANNIXIODRI2TORVAtnT.r'�'ti .VAECUTNE YD OFFICER IENA.REXCLUD` Ir (Mandatory in NH) tr gypp. Gas..ae ander DESCRPITONOFOPERATTCNSWag T N rA PER OTW STATUTE 1 (ER E L. EAcl1 ACCIDENT S EL DISEASE -EAEJe Wore 3 EL„rtt5Fi4F- POLICY LOUT S DESCRIPTION OF OPERATIONS rLOC.ATTONS r W ntLES (ACORD TOL,Addlttonar ftt..wkt Schedule, rosy be Certificate Holder is addoonaf i cured one primary and ncnconbibutory bass, subject to policy Io uo attached Hmoc. apace Es te.o.Z. and eonditons. CERTIFICATE HOLDER CANCELLATION The City of Miami 444 SW 2nd Ave 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 ACORD 25 (2016103) ®1988-2015 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD ACGRb® CERTIFICATE OF LIABILITY INSURANCE ki....i DATE(MM/DD/YYYY) 07/12/2021 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 Hiscox Inc. 520 Madison Avenue 32nd Floor New York, NY 10022 CONTACT NAME: PHONE (A/C. No. Ext): ($$) 202$-3007 FAX (A/C, No): ADDRESS: contact@hiscox.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Hiscox Insurance Company Inc 10200 INSURED Agape 4 Orphans International, Inc. 3330 Frow Avenue Miami, FL 33133 INSURER B : - INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 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. INSRT TYPE OF INSURANCE INS) SUBR POLICY NUMBERPOLICY EFF (MMIDDIYYYY) POLICY EXP (MMIDDIYYYY) LIMITS COMMERCIAL GENERAL LIABILITY OCCUR EACH OCCURRENCE $ CLAIMS -MADE DAMAGE RENTED PREMISESO(Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- JECT LOC PRODUCTS - COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS I NON -OWNED _ AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) S PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS Y / N N I A PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ below E.L. DISEASE - POLICY LIMIT $ A Professional Liability Y UDC-4897238-EO-21 07/12/2021 07/12/2022 Each Claim: Aggregate: $ 1,000,000 $ 1,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Miami are Additional Insureds. The Hiscox General Liability Policy UDC-4897238-CGL-21 is endorsed with Primary and Noncontributory endorsement E5581 in favor of City of Miami. Coverage is set for a primary and non-contributory basis subject to the policy terms and conditions. CERTIFICATE HOLDER CANCELLATION 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 ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD HISCOX encourage courage Hiscox Insurance Company Inc. Your Insurance documents Enclosed you will find the policy documents that make up your insurance contract with us. Please read through all of these documents. If you have any questions or need to update any of your information please call us at 888-202-3007 (Mon -Fri, 7am-10pm EST). Si tiene alguna pregunta o necesita actualizar su informacion, por favor Ilamenos al 1-855-744-2300 (Horario de Lunes — Viernes, 9am —10pm ET). Your insurance documents Declarations Page This contains specific policy information, such as the limits and deductibles you have selected. Policy Wording This details the terms and conditions of your coverage, subject to policy endorsements. Endorsements These documents modify the Policy Wording or Declarations Page. These include relevant terms and conditions as required by your state and are part of your policy. Notices These documents provide information that may affect your coverage such as optional terrorism coverage (if purchased) and other important items required by your state. Application Summary This is a summary of the information that you provided to us as part of your application. Please review this document and let us know if any of the information is incorrect. Repo Please inform us immediately if you have a claim or loss to report. Please have your policy number available so we can handle your call quickly. Email: reportaclaim@hiscox.com Phone: 866-424-8508 Mail: Attn: Direct Claims Hiscox 520 Madison Avenue - 32nd Floor New York, NY, 10022 eltio HISCOX encourage courage - Declarations Page ear HISCOX encourage courage. HISCOX INSURANCE COMPANY INC. (A Stock Company) 104 South Michigan Avenue, Suite 600, Chicago, Illinois 60603 Professional Liability Insurance Declarations This is a "Claims Made and Reported" Policy in which Claim Expenses are included within the Limit of Liability unless otherwise noted. Those words (other than the words in the captions) which are printed in Boldface are defined in the Policy. Policy No.: 1. Named Insured: 2. Address: 3.A. Limit of Liability: 3.B. 4. Deductible: 5. Notice: 6. Policy period: 7. Retroactive Date: 8. Premium: 9. Attachments: UDC-4897238-EO-21 Agape 4 Orphans International, Inc. 3330 Frow Avenue Miami, FL 33133 $ 1,000,000 Each Claim $ 1,000,000 Aggregate for all Claims $ 500 Each Claim Phone: Email: Mail: 866-424-8508 reportaclaim@hiscox.com Hiscox 520 Madison Avenue-32nd Floor Attn: Direct Claims New York, NY, 10022 From: July 12, 2021 To: At 12:01 A.M. (Standard Time) at the address shown above. August 1, 2009 $ 500.00 July 12, 2022 DPL D001 CW (01/10) - Professional Liability Errors & Omissions Insurance Declarations DPL P001 CW (05/13) - Professional Liability Coverage Form DPL E5016 CW (01/10) - Life/Career/Executive Coaching Services Endorsement DPL E5106 FL (01/10) - Florida Amendatory Endorsement DPL E5424 CW (02/15) - Blanket Additional Insured Endorsement (PL) INT N001 CW (01/09) - Economic And Trade Sanctions Policyholder Notice INT N0009 FL (12/18) - Policyholder Notice - Florida Electronic Delivery Disclosure DPL D001 CW (01/10) Page 1 4 HISCOX HISCOX INSURANCE COMPANY INC. (A Stock Company) encourage courage 104 South Michigan Avenue, Suite 600, Chicago, Illinois 60603 IN WITNESS WHEREOF. the Insurer indicated above has caused this Policy to be signed by its President and Secretary, but this Policy shall not be effective unless also signed by the Insurer's duly authorized representative. • President Secretary Authorized Representative DPL D001 CW (01/10) Page 2 fre, HISCOX encourage courage Policy Wording 40 HISCOX PROFESSIONAL LIABILITY - US DIRECT ERRORS AND OMISSIONS INSURANCE © Hiscox Inc. All rights reserved. DPL P001 CW (05/13) 4, HISCOX ABOUT THIS POLICY PROFESSIONAL LIABILITY US DIRECT ERRORS AND OMISSIONS The Hiscox Professional Liability — US Direct policy is designed to offer coverage for the risks entities face in performing their Professional Services. We urge You to read this Policy carefully so You understand the insurance that You have purchased, and the full extent of Your and Our rights and duties under this Policy. Please note that all words and phrases that appear in bold -type (except headings) have special meaning and are defined in the Definitions section of this Policy. Coverage for all Claims is subject to the entire terms and conditions of the policy. Coverage for Claims Made Against You You have purchased insurance that provides coverage for Claims made against You. We will pay Damages on Your behalf for any Claim that falls within the Insuring Agreement and within all of the terms and conditions outlined in the policy. Covered Claims are for Your Wrongful Acts in providing or failing to provide Professional Services. To determine who is an Insured please refer to the Definitions and Spousal and Domestic Partner section of the policy. Additionally, for coverage to apply, You must comply with all Your obligations as outlined in the Notice of Claims, Notice of Potential Claims, and the rest of the policy. The most We will pay is outlined in the Limits of Liability Section and items We will not pay are outlined in the Exclusions section. You are responsible for payments as outlined in the Deductible section. 2 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. HISCOX 41$0 PROFESSIONAL LIABILITY - US DIRECT ERRORS AND OMISSIONS In consideration of the premium charged and in reliance on the statements made and information provided to Us, including but not limited to the statements made and information provided in and with the Application, which is made a part of this Policy, as well as subject to the Limits of Liability, the Deductible and all of the terms, conditions, limitations and exclusions of this Policy, We and You agree as follows: INSURING AGREEMENT, DEFENSE AND SETTLEMENT A. INSURING AGREEMENT We shall pay on Your behalf Damages and Claim Expenses in excess of the Deductible resulting from any covered Claim that is first made against You during the Policy Period and reported to Us pursuant to the terms of the Policy for Wrongful Acts committed on or after the Retroactive Date. We shall also pay on Your behalf all Supplemental Payments in connection with any covered Claim that is first made against You during the Policy Period and reported to Us pursuant to the terms of the Policy for Wrongful Acts committed on or after the Retroactive Date. No Deductible shall apply to Supplemental Payments. B. DEFENSE 1. We shall have the right and the duty to defend any covered Claim, even if such Claim is groundless, false or fraudulent. 2. We shall have the right to appoint defense counsel upon being notified of such Claim. 3. Notwithstanding paragraph 2., We shall have no obligation to pay Claim Expenses until You have satisfied the applicable Deductible. 4. Our duty to defend shall terminate upon the exhaustion of the Limit of Liability as set forth in Item 3. of the Declarations. C. SETTLEMENT 1. We shall have the right to solicit and negotiate settlement of any Claim. 2. We shall not, however, enter into a settlement without Your prior consent, which consent shall not be unreasonably withheld. 3. If You shall refuse to consent to any settlement recommended by Us, Our liability for such Claim shall not exceed the amount for which such Claim could have been settled plus Claim Expenses incurred up to the date of such refusal. 3 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. HISCOX II. NOTICE OF CLAIMS AND NOTICE OF POTENTIAL CLAIMS PROFESSIONAL LIABILITY -- US DIRECT ERRORS AND OMISSIONS A. NOTICE OF CLAIMS 1. As a condition precedent to any coverage under this Policy, You shall give written notice to Us of any Claim as soon as practicable, but in all events no later than: a. the end of the Policy Period (or any purchased Optional Extended Reporting Period); or b. 60 days after the end of the Policy Period (or any purchased Optional Extended Reporting Period) so long as such Claim is made within the last 60 days of such Policy Period (or any purchased Optional Extended Reporting Period). 2. Such notice shall be sent to Us at the address set forth in Item 5. of the Declarations. 3. Such notice shall include any and all documents related to such Claim, including every demand, notice, summons or other applicable information received by You or by Your representative. B. NOTICE OF POTENTIAL CLAIMS If You first become aware during the Policy Period of any Wrongful Act that might be reasonably likely give rise to a covered Claim, You may give written notice to Us of such potential Claim during the Policy Period. Such notice must include to the fullest extent possible: 1. the identity of the potential claimant; 2. the identity of the person(s) who allegedly committed the Wrongful Act; 3. the date of the alleged Wrongful Act; 4. specific details of the alleged Wrongful Act; and 5. any written notice from the potential claimant describing the Wrongful Act. If such notice is accepted as a "potential Claim," then any actual Claim that is subsequently made shall be deemed to have been first made on the date such "potential Claim" was first reported to Us. Provided, however, You may not report "potential Claims" during any purchased Optional Extended Reporting Period. C. OPTIONAL EXTENDED REPORTING PERIOD 1. If We or the Named Insured cancel or non -renew this Policy (as described by Endorsement hereto), then the Named Insured shall have the right to purchase for an additional premium an Optional Extended Reporting Period. Provided, 4 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. ESt, H I SCOX III. EXCLUSIONS PROFESSIONAL LIABILITY - US DIRECT ERRORS AND OMISSIONS however, the right to purchase an Optional Extended Reporting Period shall not apply if: a. this Policy is canceled by Us for nonpayment of premium (as described by Endorsement hereto); or b. the total premium for this Policy has not been fully paid. 2. The Optional Extended Reporting Period will apply only to Claims that: a. are first made against You and reported to Us during such Optional Extended Reporting Period; and b. are for Wrongful Acts committed on or after the Retroactive Date but prior to the effective date of cancellation or non -renewal (as described by Endorsement hereto). 3. The additional premium for such Optional Extended Reporting Period shall not exceed 200% of the annualized expiring premium for an Optional Extended Reporting Period of 3 years. The additional premium for such Optional Extended Reporting Period shall be fully earned at the inception of such Optional Extended Reporting Period. 4. Notice of election and full payment of the additional premium for the Optional Extended Reporting Period must be received within 30 days after the effective date of cancellation or non -renewal (as described by Endorsement hereto). In the event the additional premium is not received within the 30 days, any right to purchase the Optional Extended Reporting Period shall lapse and no further Optional Extended Reporting Period shall be offered. The Limits of Liability applicable during any purchased Optional Extended Reporting Period shall be the remaining available Limits of Liability under this canceled or non -renewed Policy (as described by Endorsement hereto). There shall be no separate or additional Limit of Liability available for any purchased Optional Extended Reporting Period and the purchase of any Optional Extended Reporting Period shall in no way increase the Limit of Liability set forth in Item 3. of the Declarations. This Policy does not apply to and We shall have no obligation to pay any Damages, Claim Expenses or Supplemental Payments for any Claim: A. based upon or arising out of any actual or alleged fraud, dishonesty, criminal conduct, or any knowingly wrongful, malicious, or intentional acts or omissions; provided, however, that: 1. We will pay Claim Expenses until there is a final adjudication establishing such conduct, at which time You shall reimburse Us for such Claim Expenses; and 2. this exclusion shall not apply to otherwise covered intentional acts or omissions resulting in a Personal Injury. DPL P001 CW (05/13) 5 © Hiscox Inc. All rights reserved. HISCOX PROFESSIONAL LIABILITY -- US DIRECT ERRORS AND OMISSIONS B. based upon or arising out of any actual or alleged gaining of any profit or advantage to which You were not legally entitled. C. based upon or arising out of any actual or alleged wrongful termination, retaliation or discrimination against or harassment of any past, present, future or potential Employee, including but not limited to any violations of federal, state or local statutory or common law. D. based upon or arising out of any actual or alleged Wrongful Act that: 1. was committed prior to the Retroactive Date; 2. has been the subject of any notice given under any other policy of which this Policy is a renewal or replacement; or 3. You had knowledge of prior to the Policy Period and had a reasonable basis to believe that such Wrongful Act could give rise to a Claim; provided, however, that if this Policy is a renewal or replacement of a previous policy issued by Us providing materially identical coverage, the Policy Period referred to in this paragraph will be deemed to refer to the inception date of the first such policy issued by Us. E. brought by or on behalf of any federal, state or local government agency or professional or trade licensing organization; provided, however, this exclusion shall not apply to claims brought in their capacity as a client receiving Your Professional Services. F. brought by or on behalf of one Insured against another Insured. G. brought by or on behalf of any person or entity maintaining Effective Control of You. H. based upon or arising out of any actual or alleged violation of the following laws, including any similar provisions of any federal, state or local statutory or common law: 1. the Securities Act of 1933 (as amended); 2. the Securities Exchange Act of 1934 (as amended); 3. any state blue sky or securities laws (as amended); 4. the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. § 1961 et seq. (as amended); 5. the Employee Retirement Income Security Act of 1974 (as amended); including any rules or regulations promulgated thereunder. I. based upon or arising out of any actual or alleged obligation under any Workers' Compensation, Unemployment Compensation, Employers Liability or Disability Benefit Law, including any similar provisions of any federal, state or local statutory or common law. J. based upon or arising out of any actual or alleged liability of others that You assume under any contract or agreement unless such liability would have attached in the absence of such contract or agreement. 6 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. et. HISCOX IV. LIMITS OF LIABILITY, DEDUCTIBLE AND RELATED CLAIMS PROFESSIONAL LIABILITY _ US DIRECT ERRORS AND OMISSIONS K. based upon or arising out of any actual or alleged Bodily Injury or Property Damage. L. based upon or arising out of any actual, alleged or threatened discharge, dispersal, release or escape of Pollutants, including any direction or request to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize Pollutants. M. based upon or arising out of any actual or alleged infringement of any copyright, trademark, trade dress, trade name, service mark, service name, title, slogan or patent or theft of trade secret. N. based upon or arising out of any actual or alleged false or deceptive advertising of Your goods or services or misrepresentation in advertising of Your goods or services, including but not limited to any wrongful description of prices of Your goods or services or the quality or performance of Your goods or services. O. based upon or arising out of any actual or alleged breach of contract or breach of any implied or express warranty or guarantee; provided, however, this Exclusion shall not apply to: 1. any obligation you have to perform your Professional Services with reasonable skill or care; or 2. any liability You would have had in absence of such contract, warranty or guarantee. P. based upon or arising out of any actual or alleged violation of any federal, state or local statutes, ordinances or regulations regarding or relating to unsolicited telemarketing, solicitations, emails, faxes or any other communications of any type or nature, including but not limited to any "anti-spam" and "do -not -call" statutes, ordinances, or regulations. Q. based upon or arising out of any actual or alleged failure to procure or maintain adequate insurance or bonds. R. based upon or arising out of any actual or alleged failure to protect any non-public, personally identifiable information in Your care, custody or control. S. based upon or arising out of any actual or alleged actuarial services, medical or nursing services, insurance agent/broker services, legal services or services as an architect or engineer. A. LIMIT OF LIABILITY DPL P001 CW (05/13) 7 © Hiscox Inc. All rights reserved. HISCOX V. OTHER MATTERS AFFECTING COVERAGE PROFESSIONAL LIABILITY - US DIRECT ERRORS AND OMISSIONS Regardless of the number of Claims made during the Policy Period (or applicable Extended Reporting Period), the maximum that We shall be liable to pay for all covered Damages, Claim Expenses and Supplemental Payments shall be as follows: 1. The amount set forth in Item 3.A. of the Declarations as "Each Claim" shall be the maximum amount for each covered Claim. 2. The amount set forth in Item 3.B. of the Declarations as "Aggregate for all Claims" is the maximum amount for all Claims combined. 3. Notwithstanding 1. and 2. above, Our liability for Supplemental Payments shall not exceed $250 per day for each Insured up to $5,000 per Claim, which amounts shall reduce the amounts described in 1. and 2. above. B. DEDUCTIBLE 1. We shall not be responsible for payment of Damages or Claims Expenses until the Deductible amount has been satisfied. 2. We may at Our discretion advance payment of Damages or Claims Expenses within the Deductible amount on Your behalf, but You shall reimburse Us for any such amounts as soon as We request such reimbursement. 3. No Deductible amount shall apply to Supplemental Payments. C. RELATED CLAIMS For purposes of the applicable Deductible and Limit of Liability, all Claims based upon or arising out of continuous, repeated, related or interrelated Wrongful Acts shall be considered a single Claim first made against You in the Policy Period the first such Claim was made. A. ESTATES, HEIRS, LEGAL REPRESENTATIVES, SPOUSES & DOMESTIC PARTNERS This Policy shall apply to Claims brought against: 1. the heirs, executors, administrators, trustees in bankruptcy, assignees and legal representatives of any Insured in the event of such Insured's death or disability; or 2. the legal spouse or legal domestic partner of any Insured; but only: 1. for the Wrongful Acts of such Insured; or DPL P001 CW (05/13) 8 © Hiscox Inc. All rights reserved. HISCOX et% PROFESSIONAL LIABILITY - US DIRECT ERRORS AND OMISSIONS 2. in connection with their ownership interest in property which the claimant seeks as recovery for actual or alleged Wrongful Acts of such Insured. B. INSURED DUTY TO COOPERATE You shall have the duty to cooperate with Us in the defense, investigation and settlement of any Claim, including but not limited to: 1. upon request, submit to examination and interrogation under oath by Our representative; 2. attend hearings, depositions and trials as requested by Us; 3. assist in securing and giving evidence and obtaining the attendance of witnesses; 4. provide written statements to Our representative and meet with such representative for the purpose of investigation and/or defense; and 5. provide all documents We may reasonably require. C. INSURED OBLIGATION NOT TO INCUR EXPENSE OR ADMIT LIABILITY You shall not, except at Your own cost, make any payment, incur any expense, admit any liability, settle any Claim or assume any obligation without Our prior consent. D. ACTION AGAINST THE INSURER No action shall be taken against Us unless: 1. You have complied fully with all the terms and conditions of this Policy; and 2. the amount of Your obligation to pay shall have been finally determined either by judgment against You after actual trial, or by written agreement between You, Us and the claimant. No person or organization shall have any right under this Policy to join Us as a party to any Claim against You nor shall We be impleaded by You or Your legal representatives in any such Claim. E. OTHER INSURANCE This Policy shall be excess insurance over any other valid and collectable insurance available to You, whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance is written only as a specific excess insurance over the Limit of Liability provided in this Policy. F. SUBROGATION 1. In the event of any payment by Us under this Policy, We shall be subrogated to all of Your rights of recovery to such payment. 2. You shall do everything that may be necessary to secure and preserve such subrogation rights, including but not limited to the execution of any documents necessary to allow Us to bring suit in Your name. 9 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. HISCOX 4,4% PROFESSIONAL ERRORS AND OM 3. You shall do nothing to prejudice such subrogation rights without first obtaining Our written consent. 4. Any recovery shall first be paid to Us up to the amount of any Damages, Claim Expenses or Supplemental Payments that We have paid. Any remaining amounts shall be paid to You. 5. Notwithstanding the above, no subrogation shall be had against any Insured. G. ALTERATION AND ASSIGNMENT No change in, modification of or assignment of interest under this Policy shall be effective unless made by written endorsement to this Policy signed by Our authorized representative. H. REPRESENTATIONS As a condition precedent of Our obligations under this Policy, You represent that: 1. the statements and representations made by You in the Application are true and are the basis of the Policy and are to be considered as incorporated into and constituting a part of this Policy; 2. the statements and representations made by You in the Application shall be deemed material to the acceptance of the risk assumed by Us under the Policy; 3. this Policy is issued in reliance upon the truth of the statements and representations made by You in the Application; and 4. in the event the Application contains misrepresentations which materially affect the acceptance of the risk assumed by Us under this Policy, this Policy shall be void ab initio. I. BANKRUPTCY OR INSOLVENCY Your bankruptcy or insolvency shall not relieve Us of any of Our obligations under this Policy. J. TERRITORY This Policy shall apply to Wrongful Acts committed anywhere in the world, provided that any action, arbitration, or other proceeding for, in relation to, or arising from the Claim is brought within the United States, its territories or possessions, or Canada. K. FALSE OR FRAUDULENT CLAIMS If any Insured shall commit fraud in proffering any Claim or regarding the amount or otherwise, this Insurance shall become void as to such Insured from the date such fraudulent claim is proffered. L. NAMED INSURED RESPONSIBILITIES 1 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. e1,ei HISCOX VI. DEFINITIONS PROFESSIONAL LIABILITY - US DIRECT ERRORS AND OMISSIONS It shall be the responsibility of the Named Insured to act on behalf of all other Insureds with respect to the following: 1. giving and receiving notice of cancellation and/or non -renewal (as described by Endorsement hereto); 2. payment of premium 3. receipt of return premiums; 4. acceptance of changes to this Policy; and 5. payment of Deductibles. M. EXAMINATION OF YOUR BOOKS AND RECORDS We may examine and audit Your books and records as they related to this Policy at any time during the Policy Period (or any purchased Optional Extended Reporting Period) or up to three years after the end of the Policy Period (or any purchased Optional Extended Reporting Period). N. TITLES Titles of sections of and endorsements to this Policy are inserted solely for convenience of reference and shall not be deemed to limit, expand or otherwise affect the provisions to which they relate. A. Application means the signed application for the Policy, whether submitted on-line, over the phone or on paper, including any attachments and other materials or statements submitted in conjunction therewith. If this Policy is a renewal or replacement of a previous policy or policies issued by Us, Application shall also include all signed applications and other materials that were submitted therewith and attached thereto. B. Bodily Injury means physical injury to or sickness, disease or death of a person, or mental injury, mental anguish, emotional distress, pain or suffering, or shock sustained by a person. C. Claim means any written demand for Damages or for non -monetary relief. D. Claim Expenses means the following that are incurred by Us or by You with Our prior written consent: 1. all reasonable and necessary fees, costs and expenses (including the fees of attorneys and experts) incurred in the investigation, defense and appeal of a Claim; and 2. premiums on appeal bonds, attachment bonds or similar bond. Provided, however, We shall have no obligation to apply for or furnish any such bonds. Claim Expenses shall not mean and We shall not be obligated to pay: 1. salaries, wages or expenses other than Supplemental Payments; or 11 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. ^,A HISCOX PROFESSIONAL LIABILITY - US DIRECT ERRORS AND OMISSIONS • 2. the defense of any criminal investigation, criminal grand jury proceeding, or criminal action. E. Damages means a monetary judgment or monetary award that You are legally obligated to pay (including pre- or post -judgment interest) or a monetary settlement negotiated by Us with Your consent. Damages shall not mean and We shall not be obligated to pay: 1. fines, penalties, taxes, sanctions levied against You; 2. any punitive or exemplary damages or that portion of any multiplied damages award which exceeds the damage award so multiplied, provided, however, that, if such damages are otherwise insurable under applicable law and regulation, We will pay an award of punitive or exemplary damages in excess of the Deductible and up to a maximum sum of $250,000. This limit shall be a part of and not in addition to the Limit of Liability set forth in Items 3. of the Declarations; 3. the return, reduction or restitution of Your fees, commissions, profits, or charges for goods provided or services rendered, including any over -charges or cost over -runs; 4. liquidated damages; or 5. Your cost of complying with injunctive relief. F. Effective Control means: 1. ownership of more than 50% of the issued and outstanding voting securities; or 2. having the right pursuant to written contract, by-laws, charter, operating agreement or similar documents to elect, appoint or designate a majority of the board of directors, management committee members of a partnership or the members of the management board of a limited liability company (or equivalent management structure). G. Employee means any past, present or future: 1. employee (including any part-time, seasonal or temporary employee or any volunteer); 2. partner, director, officer, member or board member (or equivalent position); 3. independent contractor; or 4. leased worker; of an Organization, but only in their performance of Professional Services on behalf of or at the direction of such Organization. H. Insured means You or Your. I. Named Insured means the individual, corporation, partnership, limited liability company, limited partnership, or other entity set forth in Item 1 of the Declarations. J. Optional Extended Reporting Period means any applicable Optional Extended Reporting Period contemplated by the OPTIONAL EXTENDED REPORTING PERIOD Clause. 12 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. •1,A H I SCOX PROFESSIONAL LIABILITY - US DIRECT ERRORS AND OMISSIONS K. Organization means the Named Insured and any Subsidiary. L. Personal Injury means injury, other than Bodily Injury, arising out of one of more of the following offenses: 1. false arrest, detention or imprisonment; 2. malicious prosecution; 3. wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of premises; 4. slander, libel, defamation or disparagement of goods, products or services; or 5. oral or written publication of material in connection with Your advertising that violates a person's right of privacy. M. Policy Period means the period of time set forth in Item 6. of the Declarations. N. Pollutants means any solid, liquid, gaseous, biological, radiological or thermal irritant or contaminant, including smoke, vapor, dust, fibers, mold, spores, fungi, germs, soot, fumes, acids, alkalis, chemicals and Waste. "Waste" includes, but is not limited to, materials to be recycled, reconditioned or reclaimed and nuclear materials. O. Professional Services means only those services specified in Endorsement to this Policy as performed by or on behalf of an Organization for others for a fee or other compensation. P. Property Damage means physical loss of or physical damage to or destruction of any tangible property, including the loss of use thereof. For purposes of this definition, "tangible property" shall not include electronic data. Q. Retroactive Date means the date set forth in Item 7. of the Declarations. R. Subsidiary means: 1. any entity of which the Named Insured has Effective Control ("Controlled Entity") on or before the Policy Period, either directly or indirectly through one or more Controlled Entities; 2. any entity of which the Named Insured forms or acquires Effective Control during the Policy Period, either directly or indirectly through one or more Controlled Entities, but only for the first 90 days after such formation or acquisition (or until the end of the Policy Period, whichever is earlier). Provided, however, with respect to a Subsidiary described in paragraph 2. of this definition, We shall only cover Claims alleging Wrongful Acts committed while the Named Insured had Effective Control of such Subsidiary, either directly or indirectly through one or more Controlled Entities. An entity ceases to be a Subsidiary once the Named Insured no longer has Effective Control of such entity, either directly or indirectly through one or more Controlled Entities, and this Policy will not respond to Claims made against such entity thereafter. 13 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. HISCOX PROFESSIONAL LIABILITY - US DIRECT ERRORS AND M1SS1ONS S. Supplemental Payments means the reasonable expenses incurred by You, including loss of wages, if You are required by Us to attend arbitration proceedings or trial in the defense of a covered Claim. T. We, Us, Our or Insurer means the insurance company set forth in the Declarations. U. Wrongful Act means any actual or alleged breach of duty, negligent act, error, omission or Personal Injury committed by You in the performance of Your Professional Services. V. You or Your means any: 1. Organization; 2. Employee; 3. joint venture in which an Organization participates pursuant to written agreement, but only for: a. Wrongful Acts committed by such Organization; and b. the percentage of otherwise covered Damages and Claims Expenses in proportion to such Organization's participation in the joint venture. 14 DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. HISCOX encourage courage' Endorsements Hiscox Insurance Company Inc. Endorsement 1 NAMED INSURED: Agape 4 Orphans International, Inc. E5016.1 Life/Career/Executive Coaching Services Endorsement HISCOX encourage courage' Page 1 of 1 In consideration of the premium charged, it is understood and agreed that the Policy is amended as follows: 1. In Clause VI. DEFINITIONS, paragraph O., "Professional Services," is amended to read as follows: O. Professional Services means the below listed services performed for others for compensation: 1. life coaching, career coaching or executive coaching services. 2. Clause III. EXCLUSIONS is amended to include the following at the end thereof: This Policy does not apply to and We shall have no obligation to pay any Damages, Claim Expenses, or Supplemental Payments for any Claim: LC -A. based upon or arising out of any actual or alleged performance or failure to perform investment advisory services, including but not limited to the following: 1. the selection of any investment manager, investment advisory, custodial or similar firm; 2. the promise or guarantee of the future performance of value of investments, or rate of return or interest; 3. the fluctuation in the value of any security; 4. any failure of investments to perform as expected or desired; or 5. acting as an investment advisor as defined in Section 202 (11) of the Investment Advisors Act of 1940. All other terms and conditions remain unchanged. Endorsement effective: July 12, 2021 Policy No.: UDC-4897238-EO-21 Endorsement No: 1 Jr By: Kevin Kerridge (Appointed Representative) DPL E5016 CW (01/10) Hiscox Insurance Company Inc. Endorsement 2 NAMED INSURED: Agape 4 Orphans International, Inc. E5106.2 Florida Amendatory Endorsement HISCOX encourage courage' Page 1 of 2 This endorsement modifies insurance provided under the following: PROFESSIONAL LIABILITY - ERRORS AND OMISSIONS INSURANCE In consideration of the premium charged, it is understood and agreed that the Policy is modified as follows: 1. Section II.NOTICE OF CLAIMS AND NOTICE OF POTENTIAL CLAIMS, Paragraph C.OPTIONAL EXTENDED REPORTING PERIOD is modified to the extent necessary to provide the following: The additional premium for the Optional Extended Reporting Period shall be based on the annualized expiring premium for an Optional Extended Reporting Period. 2. Section V. OTHER MATTERS AFFECTING COVERAGE, Paragraph A. ESTATES, HEIRS, LEGAL REPRESENTATIVES, SPOUSES & DOMESTIC PARTNERS is modified to include the following at the end thereof: For the purposes of this Section V. OTHER MATTERS AFFECTING COVERAGE, Paragraph A. ESTATES, HEIRS, LEGAL REPRESENTATIVES, SPOUSES & DOMESTIC PARTNERS, a domestic partner shall be defined as any natural person qualifying as a domestic partner under the provisions of any applicable federal, state or local law. 3. Section V. OTHER MATTERS AFFECTING COVERAGE is amended to include the following at the end thereof: CANCELLATION Notice of Cancellation A. The Named Insured may cancel this Policy giving Us advance written notice stating when thereafter such cancellation shall be effective. If the Named Insured cancels this Policy, the refund shall not be less than 90% of the pro rata unearned premium. Provided, however, if this Policy shall be cancelled by the Named Insured within 14days of the inception of the Policy Period without having submitted a Claim, We shall return in full any premium amount actually paid to Us. In such event, the effective date of cancellation shall be deemed to be the inception date of the Policy Period. B. Policies in Effect For 90 Days Or Less If this Policy has been in effect for ninety (90) days or less, We may cancel this Policy by mailing to the first Named Insured by registered, certified or other first class mail, at the address shown in the Declarations, written notice of cancellation, accompanied by the reasons of cancellation, at least: (a) Ten (10) days before the effective date of cancellation if We cancel for nonpayment of premium; or (b) Twenty (20) days before the effective date of cancellation if We cancel for any other reason, except We may cancel immediately if there has been: i. A material misstatement or misrepresentation; or ii A failure to comply with the underwriting standards established by Us. C. Policies In Effect For More Than 90 Days If this Policy has been in effect for more than ninety (90) days, We may also cancel the Policy by mailing to the first Named Insured by registered, certified or other first class mail, at the address shown in the Hiscox Insurance Company Inc.. Endorsement 2 NAMED INSURED: Agape 4 Orphans International, Inc. E5106.2 Florida Amendatory Endorsement etA HISCOX encourage courage Page 2 of 2 Declarations, written notice, including the reason(s) for cancellation, stating when not less than forty-five (45) days thereafter (or ten (10) thereafter when cancellation is due to non-payment of premium), the cancellation shall be effective. We may cancel this Policy only for one of the following reasons: (a) Non-payment of premium; (b) The Policy was obtained by a material misstatement; . (c) There has been a failure to comply with underwriting requirements established within ninety (90) days of the effective date of coverage; (d) There has been a substantial change in the risk covered by the Policy; or (e) The cancellation is for all Insureds under such policies for a given class of insureds. D. The mailing of such notice shall be sufficient proof of notice and this Policy shall terminate at the date and hour specified in such notice. If We cancel this Policy, a return premium shall be calculated pro rata. Payment or tender of any unearned premium by Us shall not be a condition precedent to the effectiveness of the cancellation. If return premium is not refunded with the notice of cancellation, We will mail the refund within 15 working days after the date of cancellation takes effect. Nonrenewal If We elect not to renew this Policy, We will mail or deliver to the first Named Insured written notice of nonrenewal, including the reason for nonrenewal, not less than forty-five (45) days before the end of the Policy Period. We will mail or deliver the notice of nonrenewal to the first Named Insured at the address shown in the Declarations. If the notice of nonrenewal is mailed, proof of mailing will be sufficient proof of notice. Endorsement effective: July 12, 2021 Endorsement No: 2 By: Kevin Kerridge (Appointed Representative) Policy No.: UDC-4897238-EO-21 DPL E5106 FL (01/10) HISCOX Policy Number: UDC-4897238-EO-21 Named Insured: Agape 4 Orphans International, Inc. Endorsement Number: 3 Endorsement Effective: July 12, 2021 Hiscox Insurance Company J E5424.1 Blanket Additional Insured Endorsement (PL) In consideration of the premium charged and on the understanding that this endorsement leaves all other terms, conditions, and exclusions unchanged, it is agreed that the Professional Liability - US Direct Errors and Omissions Insurance policy is amended as follows: 1. In Clause VI. DEFINITIONS, paragraph V., "'You' or 'Your'," is amended to include the following at the end thereof: You or Your shall also include any Additional Insured but only for the Wrongful Acts of those contemplated in paragraphs 1., 2. or 3. of the definition of -You' or 'Your': 2. The following definition is added to Clause VI. DEFINITIONS: Al -A. Additional Insured means any person(s) or organization(s) with whom You have agreed in a written contract or agreement to add them as an additional insured to a policy providing the type of coverage afforded by this Policy, provided the contract or agreement: 1. is currently in effect or becomes effective during the Policy Period; and 2. was executed before the Professional Services from which the Claim arises were performed. 3. In Clause III. EXCLUSIONS, paragraph F. is deleted in its entirety and replaced with the following: F. brought by or on behalf of one Insured against another Insured; provided, however, this Exclusion will not apply to any Claim brought by an Additional Insured in any capacity other than that of an Additional Insured. All other terms and conditions remain unchanged. DPL E5424 CW (02/15) Page 1 of 1 Includes copyrighted, material of Insurance Services Office, Inc., with its permission. ate, HISCOX encourage courage' Notices iSe• HISCOX Hiscox Insurance Company Inc. ECONOMIC AND TRADE SANCTIONS POLICYHOLDER NOTICE Hiscox is committed to complying with the U.S. Department of Treasury Office of Foreign Assets Control (OFAC) requirements. OFAC administers and enforces economic sanctions policy based on Presidential declarations of national emergency. OFAC has identified and listed numerous foreign agents, front organizations, terrorists, and narcotics traffickers as Specially Designated Nationals (SDN's) and Blocked Persons. OFAC has also identified Sanctioned Countries. A list of Specially Designated Nationals, Blocked Persons and Sanctioned Countries may be found on the United States Treasury's web site http://www.treas.Qov/offices/enforcement/ofac/. Economic sanctions prohibit all United States citizens (including corporations and other entities) and permanent resident aliens from engaging in transactions with Specially Designated Nationals, Blocked Persons and Sanctioned Countries. Hiscox may not accept premium from or issue a policy to insure property of or make a claim payment to a Specially Designated National or Blocked Person. Hiscox may not engage in business transactions with a Sanctioned Country. A Specially Designated National or Blocked Person is any person who is determined as such by the Secretary of Treasury. A Sanctioned Country is any country that is the subject of trade or economic embargoes imposed by the laws or regulations of the United States. In accordance with laws and regulations of the United States concerning economic and trade embargoes, this policy may be rendered void from its inception with respect to any term or condition of this policy that violates any laws or regulations of the United States concerning economic and trade embargoes including, but not limited to the following: (1) Any insured under this Policy, or any person or entity claiming the benefits of such insured, who is or becomes a Specially Designated National or Blocked Person or who is otherwise subject to US economic trade sanctions; (2) Any claim or suit that is brought in a Sanctioned Country or by a Sanctioned Country government, where any action in connection with such claim or suit is prohibited by US economic or trade sanctions; (3) Any claim or suit that is brought by any Specially Designated National or Blocked Person or any person or entity who is otherwise subject to US economic or trade sanctions; (4) Property that is located in a Sanctioned Country or that is owned by, rented to or in the care, custody or control of a Sanctioned Country government, where any activities related to such property are prohibited by US economic or trade sanctions; or (5) Property that is owned by, rented to or in the care, custody or control of a Specially Designated National or Blocked Person, or any person or entity who is otherwise subject to US economic or trade sanctions. Please read your Policy carefully and discuss with your broker/agent or insurance professional. You may also visit the US Treasury's website at http://www.treas.gov/offices/enforcement/ofac/. INT N001 CW 01 09 Page 1 of 1 4o HISCOX Policyholder Notice - FLORIDA Electronic Delivery Disclosure Electronic Delivery Disclosure You are currently receiving electronic delivery of your insurance policy and related documents to the email address you provided to us. Pursuant to Section 627.421(1), Florida Statutes, if you communicate to us, in writing or electronically, that you do not agree to delivery by electronic means, at your request, you may receive a paper copy of the policy via United States mail. In the event that your email address should change, it is your responsibility to provide us with an updated electronic mail address as soon as practicable. You may update your information by calling 888-202-3007. Page 1 of 1 INT N0009 FL (12/18) HISCOX encourage courage Application Summary HISCOX encourage courage Application Summary Hiscox Insurance Company Inc. The following outlines the details you have given us about your business. We have relied on the accuracy of this information in order to issue your policy. If any of the items below are incorrect or have changed. please call us at 888-202-3007 so that we can update your policy details. Your policy Policy number: Quote reference number: Product: Business name: Business address: City: State: Zip code: County Name: Email address: Telephone number: Per claim limit of liability: Aggregate limit of liability: Deductible: When would you like your policy to start? UDC-4897238-EO-21 11447641 Professional Liability Insurance Agape 4 Orphans International. Inc. 3330 Frow Avenue Miami FL 33133 Miami -Dade County Michael Bryant agape4@comcast.net 305-801-2552 $ 1,000,000 $ 1,000,000 $ 500 July 12, 2021 What is your primary type of business? Your business's ownership structure (please select one). Ct Do you currently have an insurance policy in effect for the coverage requested'? Life/Career/Executive Coaching Corporation or other Organization (other than the above) No Other than the business address provided above, how many additional locations 0 does your business own or rent? I consent to engage in electronic transactions. Approximately when did your business begin? Agree August 01, 2009 © Hiscox Inc. 2010 Page 1 What are your business's estimated gross sales during the next 12 months? Note: $ 70.000.00 Your best estimate is fine. Include all revenues, fees and commissions. $ 48,000 During the next 12 months, what are the estimated gross sales you will earn from your largest customer? Does your business use a written contract or statement of work? Does your business conduct any of the following activities? - Mental health counseling - Medical counseling (in -patient or out -patient) - Substance abuse counseling - Social work - Family/marriage counseling Do you maintain current and valid professional certifications as required or recognized by industry standards? Statements Abou As the individual completing this transaction, you are authorized to purchase and bind this insurance on behalf of the entity applying for coverage. Your Business is not controlled or owned by any other firm, corporation, or entity. Always (100%) No Yes I have read and agree I have read and agree For the entire period of time that You have owned and controlled the business. You I have read and agree have not sold, purchased or acquired, discontinued, merged into or consolidated with another business. Your business has never had any commercial insurance cancelled or rescinded. I have read and agree You, your business's current and past partners, officers, directors, board members, I have read and agree trustees, or employees, have never been subject to disciplinary action by authorities as a result of professional activities. Claims and Loss History Based upon your knowledge and the knowledge of your business's current and past partners. officers. directors and employees. during the last five years a third party has never made a claim against your business and you do not know of any reason why someone may make a claim. I have read and agree Professional Liability The limits of liability represent the total amount available to pay judgments, settlements, and claim expenses (e.g., attorney's fees) incurred in the defense of any claims. We are not liable for any amounts that exceed these limits. This is a claims -made policy. If coverage is provided, it shall apply to claims made against you and reported to us during the policy period or applicable extended reporting period. Judgments, settlements and claims expenses incurred are subject to the deductible amount. The deductible is the amount you must pay before we will make any payments under the policy. Some coverage may not be subject to a deductible, in which case you are not required to make payments before any payments are made under the policy. Please consult the policy language for details. If you have knowledge of any circumstance that may lead to a claim being made against you. coverage will be excluded if such claim is made. Claims made against you prior to the inception of the policy are excluded. © Hiscox Inc. 2010 Page 2 Other information Fraud Warning Any person who knowingly and with intent to injure defraud or deceive any insurer files a statement of claim or an application containing any false incomplete or misleading information is guilty of a felony of the third degree. You have confirmed that you agree with the General Statements provided. Yes I agree to accept delivery of my insurance policy via email to the address provided. Yes I have read the information above and confirm it is all correct. I understand that Yes by checking this box I am agreeing to enter into a binding agreement with Hiscox Insurance Company Inc. Producer name Producer license number: Hiscox Inc. L036298 © Hiscox Inc. 2010 Page 3 ACcRb® `� CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 07/12/2021 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 Hiscox Inc. 520 Madison Avenue 32nd Floor New York, NY 10022 CONTACT NAME: PHONE FAX (AIC No Ext): (888) 202-3007 (A/C No): E-MAIL contact@hiscox.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Hiscox Insurance Company Inc 10200 INSURED Agape 4 Orphans International, Inc. 3330 Frow Avenue Miami FL 33133 INSURER B : INSURER C INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 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 (MM/DDIYYYY) POLICY EXP (MM/DDIYYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE RENTED PREMISESO(Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L • AGGREGATE LIMIT APPLIES PRO- JECT PER: LOC GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON -OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) S BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) _ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE S DED I I RETENTIONS $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N NIA PER STATUTE I OTH- I ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A Professional Liability UDC-4897238-EO-21 07/12/2021 07/12/2022 Each Claim: Aggregate: $ 1,000,000 $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ANTI -POVERTY INITIATIVE FUNDING AGREEMENT EXHIBIT F — CLOSE-OUT REPORT The Close Out Report must be completed at the end of the program. City of Miami Anti -Poverty Initiative Program Close -Out Report Date: Allocation Amount: Program/Project Title: Recipient's Name: Recipient's Address: Please provide the information in reference to all the services provided with the City of Miami Anti -Poverty Initiative: Program Start Date and End Date Program/Project Priority Area Description of Project/Activity/Service District where Project/Activity/Service were Provided District 1, District 2, District 2, District 3, District 5 and/or Citywide Location of Project/Activity/Service (ie. Site, neighborhood, area) Total Number of People Served Frequency of Project/Activity/Service I certify that the Program/Service was provided in accordance to the City of Miami Anti -Poverty Initiative Program Guidelines Signature Date Type Name Title: Return to: City of Miami Office of Grants Administration 444 SW 2nd Ave., 5th Floor Miami, FL 33130 ANTI -POVERTY INITIATIVE FUNDING AGREEMENT EXHIBIT G - RECIPIENT'S CORPORATE RESOLUTION CORPORATE RESOLUTION WHEREAS,Agape 4 Orphans International, Inc. a Florida non-profit desires to enter into a Agreement with the City of Miami, a copy of which is attached hereto; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the Articles and By -Laws of the not -for -profit corporation; NOW, TRFREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that Michael Bryant areas hereby authorized and instructed to enter into the Agreement and undertake the responsibilities and obligations as stated in such proposed Agreement in the name and on behalf of this corporation with the City of Miami upon terms and conditions contained in the proposed Agreement to which this resolution is attached. DATED this 23rd day of June Al rBST: iti CO ' ORATE SEC TARY Print Name: LaShawn Neal (CORPORATE SEAL)