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23425
AGREEMENT INFORMATION AGREEMENT NUMBER 23425 NAME/TYPE OF AGREEMENT BUZZ BOXX USA LLC DESCRIPTION ANTI -POVERTY INITIATIVE FUNDING AGREEMENT/HOMELESS SERVICE/FILE ID: 8806/R-21- 0152/MATTER ID: 21-1233/#18 EFFECTIVE DATE June 9, 2021 ATTESTED BY TODD B. HANNON ATTESTED DATE 6/9/2021 DATE RECEIVED FROM ISSUING DEPT. 8/5/2021 NOTE CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Office of Grants Administration DEPT. CONTACT PERSON: Malissa T. Sutherland NAME OF OTHER CONTRACT,IaAL PTY/ENTITY: Buzz Boxx USA LLC IS THIS AGREEMENT A RESJJLT OF A CO TOTAL CONTRACT AMOU T: $ 10,000 l TYPE OF AGREEMENT: E MANAGEMENT AGREEME ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT E LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) API EXT. 1005 PETITIVE PROCUREMENT PROCESS? 0 YES ❑ NO FUNDING INVOLVED? ❑ YES ❑ NO ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT, PURPOSE OF ITEM (BRIEF SUMMARY): The attached API agreement is being routed for review/signature. The API allocation from the Mayor's Office for Buzz Boxx USA LLC is for S10,000 and does not require Commission approval. COMMISSION APPROVAL DATE: / / FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DEPARTMENTAL DIRECTOR PRINT:LILLIAN BLONDET SIGNATURE: SUBMITTED TO OFFICE OF MANAGEMENT AND BUDGET PRINT:LEON MICHEL SIGNATURE: SUBMITTED TO RISK MANAGEMENT PRINT: ANN-MARIE SI itPE �("`—� SIGNATURE: SUBMITTED TO CITY ATTORNEY Matter ID: 21-1233 D.J.G. PRINT: VICTORIA MENDEZ a �,� SIGNATURE: APPROVAL BY ASSISTANT CITY MANAGER 6-731 PRINT:FERNANDO CASAMAYOR S IGNAT '. f i RECEIVED BY CITY MANAGER (/1/91' PRINT: AR y i RIEGA / . S GNAT 'V • _--- 1) ONE ORIGINAL TO CITY CLERK,` 2) ONE COPY TO CITY AT TO RNE Y'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 day of c/i2e , 2002/ by and between the CITY OF MIAMI, a municipal corporation of the State of Florida, located at 444 SW 2nd Avenue, Miami, FL 33130 ("CITY"), and Buzz Boxx USA LLC , a Florida Limited Liability Company, located at 715 NE 77th St., Miami, FL 33138 ("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 Ten Thousand dollars ($ 10,000 .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 May 19 , 2021 and shall continue until May 19 , 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 Buzz Boxx USA LLC 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 Ten Thousand dollars ($ 10,000 .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, REPORTS/AUDITS AND EVALUATION: To the extent required by law, the Inspection and Audit provisions set forth in Sections 18-101 and 18-102 of the Code of the City of Miami, Florida, as amended ("City Code"), are deemed as being incorporated by reference herein and additionally apply to this Agreement. The CITY shall have the right to conduct audits of RECIPIENT'S records pertaining to the Funds and that Page 2 City of Miami API Funding Agreement Buzz Boxx USA LLC 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 API Funding Agreement Buzz Boxx USA LLC Any inconsistent, incomplete, or inadequate information, either received by the CITY or obtained by the CITY, shall constitute cause for the CITY to terminate this Agreement. 7. AWARD OF AGREEMENT: RECIPIENT represents and warrants to the CITY that it has not employed or retained any person or company employed by the CITY to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 8. COMPLIANCE WITH FEDERAL. STATE AND LOCAL 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 and/or 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 Buzz Boxx USA LLC 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 Buzz Boxx USA LLC 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: (1) Temporarily withhold cash payments pending correction of the deficiency by the RECIPIENT, or such more severe enforcement action as the CITY determines is necessary or appropriate. (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. MARKETING: RECIPIENT shall consult with the City Manager, or his or her designee, regarding all uses and displays of the recognition of the CITY. The CITY shall have the right to approve the form and placement of all acknowledgements, which approval shall not be unreasonably withheld. 15. INSURANCE: The required Insurance, as approved by the City of Miami Department of Risk Management shall be provided by the RECIPIENT and all such proof shall be Page 6 City of Miami API Funding Agreement Buzz Boxx USA LLC 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 ora 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 Buzz Boxx USA LLC 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 or default. 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 Buzz Boxx USA LLC 715 NE 77th St. Miami, FL 33138 Attn: Amir Youssef 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 444 SW 2ndAvenue, Suite 945 Miami, FL 33130 Attn: Victoria Mendez, City Attorney Page 8 City of Miami API Funding Agreement Buzz Boxx USA LLC 20. PUBLIC RECORDS: Pursuant to the provisions of Section 119.0701. Florida Statutes, RECIPIENT must comply with the Florida public records laws, specifically the RECIPIENT must: A. Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. B. Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter of the Florida Statutes or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. D. Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of the RECIPIENT upon termination of the contract and destroy any duplicate public 'records that are exempt or confidential and exempt from public records disclosure requirements. E. All records stored electronically must be provided to the CITY in a format that is compatible with the information technology systems of the CITY. IF THE RECIPIENT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE RECIPIENT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, PUBLICRECORDS@MIAMIGOV.COM, AND 444 S.W. 2" 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 including, but not limited to: (a) the Code of the City of Miami, Florida, Chapter 2, Article V; and (b) Miami -Dade County Code, Section 2-11.1. 22. GOVERNING LAW, VENUE. AND FEES: This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in all proceedings shall be in Page 9 City of Miami API Funding Agreement Buzz Boxx USA LLC 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 RECIPIENT, nor any other person or entity, shall seek a jury trial in any lawsuit, proceeding, counterclaim or any other litigation procedure based upon or arising out of any of the Agreement and/or any modifications, or the dealings or the relationship between or among such persons or entities, or any of them. Neither the RECIPIENT, nor any other person or entity will seek to consolidate any such action in which a jury trial has been waived with any other action. The provisions of this paragraph have been fully discussed by • the parties hereto, and the provisions hereof shall be subject to no exceptions. No party to this Agreement has in any manner agreed with or represented to any other party that the provisions of this paragraph will not be fully enforced in all instances. 24. MISCELLANEOUS PROVISIONS: A. Title and paragraph headings are for convenient reference and are not a part of this Agreement. B. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. C. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms of this Agreement shall control. D. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. Page 10 City of Miami API Funding Agreement Buzz Boxx USA LLC 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 Buzz Boxx USA LLC 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 Funding Agreement IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: "CITY" CITY OF MIAMI, a municipal corporation of the State of Florida By: W7A/ erk Date: Arthur oriega , City Manager Date: Cv I q aoa 1 APPROVED AS TO FORM AND CORRECTNESS: gw«46 L. ?edit. *ASAP Victoria Mendez Date: City Attorney D.J.G. Matter ID: 21-1233 ATTEST: Print Name: Title: Edward Youssef APPROVED AS TO INSURANCE REQUIREMENTS: Ann -Marie Sharpe, Director Date: Risk Management "RECIPIENT" Buzz Boxx USA LLC A Florida Not-ForC,orporation By: Print Name: Amir Youssef Title: President Page 13 5/18/2021 Detail by Entity Name DIVISION OF CORPORATIONS JItiE)10It (f cut op/clot ..tru oj'i7vfrrlrr as'j..:il. Department of State / Diusion of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Limited Liability Company BUZZ BOXX USA LLC Filing Information Document Number L21000206906 FEI/EIN Number NONE Date Filed 05/04/2021 State FL Status ACTIVE Principal Address 715 NE 77TH ST MIAMI, FL 33138 Mailing Address 90 COLUMBUS PL STATEN ISLAND, NY 10314 Registered Agent Name & Address YOUSSEF, AMIR 715 NE 77TH ST MIAMI, FL 33138 Authorized Person(s) Detail Name & Address Title MGR YOUSSEF, AMIR 280 LIVERMORE AVE STATEN ISLAND, NY 10314 Annual Reports No Annual Reports Filed Document Images 05/04/2021 — Florida Limited Liability View image in PDF format search.sunbiz.org/Inq uiry/CorporationSearch/SearchResultDetail7inq uirytype=EntityName&directionType=Initial&searchNameOrder=BUZZBOXXUSA L21000... 1/2 ANTI -POVERTY INITIATIVE FUNDING AGREEMENT EXHIBIT A - CITY OF MIAMI RESOLUTION T. Sutherland, Malissa From: Pascual, Nikolas Sent: Monday, April 5, 2021 9:50 AM To: T. Sutherland, Malissa Subject: FW: API Guidelines and Funding Request form.pdf Attachments: Francess Suarez_buzz render.jpg; API Guidelines and Funding Request form.pdf Good morning Malissa, Please see attached and approved API Request form. Let me know if you have any questions or concerns. Thank you, -Nikolas Pascual From: "Quintero, Lazaro" <LQuintero@miamigov.com> Date: Monday, April 5, 2021 at 8:42 AM To: "Pascual, Nikolas" <NPascual@miamigov.com> Subject: FW: FW: API Guidelines and Funding Request form.pdf Form completed for the 10k Tamara Quintero Director of Constituent Affairs. O°"'ooeo'Niz rFr sX_Su z C1I (3 556 95 inialKaiilkaimiassu From: Amir Youssef <buzzboxxusa@gmail.com> Sent: Thursday, April 1, 2021 1:55 PM To: Quintero, Lazaro <LQuintero@miamigov.com> Cc: Pascual, Nikolas <NPascual@miamigov.com> Subject: Re: FW: API Guidelines and Funding Request form.pdf CAUTION: This is an email from an external source. Do not click links or open attachments unless you recognize the sender and know the content is safe. Laz, Nik, 1 Here is the application filled out and the final image for the wrap to be approved before we go to print. Thank you again for the opportunity and the support. We are grateful. Thank you. On Thu, Apr 1, 2021 at 12:07 PM Quintero, Lazaro <LQuintero@miamigov.com> wrote: Amir please read and fill out the attached Thank you, (sera Quintero Director of Constituent Affairs (Ace e FrrsdsX.Swirez Oz`iced ga Call( c g Amir Youssef BUZZ BOXX USA Chief Creative Officer 305.528.0875 ayc.agency www.buzzitforward.com Boys & Girls Clubs of Union County Board Member 1050 Jeanette Avenue Union, New Jersey 07083 www.bocuc.org 2 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: Buzz Boxx USA is a for -profit business that works to support Non Profit Foundations with haircuts and mentoring services through it's proprietary Buzz Boxx Initiative. Our mission, since 2006, has been to help provide at -risk youth and the homeless community, with necessary haircuts to help them look better, feel better, as we encourage them to do better. Is your program/project providing direct services to residents of the City of Miami? YesO✓ No❑ Number of residents your entity will serve: Frequency of Service: Age Group Served: 250 3 times per week 13-55 Is your program/project impacting one of Miami's disadvantaged communities? Yes ❑✓ No Geographic Area Served (specific to this project/program) District Served (1, 2, 3, 4, 5, Citywide) City of Miami Neighborhood/Community being served: City of Miami Program/Project Priority area (Select one): n n Educational Programs for children, youth and adults Crime Prevention Elderly meals, transportation, recreational and health/wellness related activities At - risk youth or youth summer job programs Transportation services and programs Job development, retention and training programs Homeless Services Food Distribution Essential supplies, during a State of Emergency, natural disaster, or economic crisis Page 2 of 5 Return this form to: mtrevino@miamigov.com (Last Revised May 15, 2020) City of Miami Anti -Poverty Initiative Program - Funding Request Form Program/Project Title: Buzz Boxx Do Better Project: Miami Project/Program Description: 20 services for a 90-Day period to start. These organizations are Camillus House and the Lotus House. These organizations service the homeless community of Miami, with shelter, food and essential services. We look to help with the grooming needs for their members. Program Start Date: April 15, 2021 Program End Date: 20 Please describe how this program/project and funding will alleviate poverty within the City of Miami? Funding for this program will help with the grooming and self-esteem of the homeless members of Miami. Their self image is an important part of their lives to help with Mental Health and give the recipients an opportunity to look and feel better about themselves. As a result, the recipients looking and feeling better translates into doing better! Maybe even gain employment, and become a member of our working society. IMPACT AND PERFORMANCE: Describe overall expected outcomes and performance measures for this project/program: We will help members of our community, who may not be able to afford an haircut, the opportunity to look and feel better about themselves, in order to be a positive member in our community. To account for the residents served, each person serviced will complete the attached survey. The total number of surveys will be supplied to the City of Miami at the close of the agreement.When you look bettter, you feel better and you undoubtedly Do Better! Please attach additional pages to the back of this packet, if the space above is not sufficient. Page 3 of 5 Return this form to: mtrevino@miamigov.com (Last Revised May 15, 2020) ANTI -POVERTY INITIATIVE FUNDING AGREEMENT EXHIBIT C — BUDGET Insert Page 4 from Anti -Poverty Funding Request Form City of Miami Anti -Poverty Initiative Program -Funding Request Form FUNDING REQUEST INFORMATION: Amount Requested: $ 10,000.00 Explain how the City of Miami Anti -Poverty funding will be utilized: Funding will be utilized to employ licensed barbers from Miami to service the 2 NPF's selected, with haircuts and mentoring services. Itemize API funding related to expenditures below: Personnel Salaries & Wages: $6020.00 Personnel Benefits $ Space Rental: $ Utilities (Electricity, Phone, Internet): $ Supplies: $500 Marketing: $ Transportation (Participants): $500 Meals (Participants): $500 Professional Services (List each): Other (please describe): Insurance: $950 Other (please describe): Gas & Tolls: $1530 Other (please describe): Page 4 of 5 Return this form to: mtrevino@miamigov.com (Last Revised May 15, 2020) ANTI -POVERTY INITIATIVE FUNDING AGREEMENT COMPOSITE EXHIBIT "D" API AGREEMENT COMPOSITE EXHIBIT "D" PAYMENT SCHEDULE 1. The CITY shall pay the RECIPIENT, up to the sum of $ 10,000 for the services provided pursuant to this Agreement. 2. Request for Payments should be submitted to the CITY in a form provided by the City and included in this Exhibit as Request for Payment Form. 3. The RECIPIENT must submit the final request for payment to the CITY within 30 calendar days following the expiration date or termination date of this Agreement in a form provided by the CITY. If the RECIPIENT fails to comply with this requirement, the RECIPIENT shall forfeit all rights to payment and the CITY shall not honor any request submitted thereafter. 4. Schedule of payments to RECIPIENT will be as follows: One Time 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. API Request for Payment Form May 21, 2021 1305 Date: Invoice Number: Send to: Program/Project Title: Recipient's Name: Recipient's Address: City of Miami Office of Grants Administration 444 SW 2nd Ave., 5th Floor Miami, FL 33130 Anit-Poverty Initiative Buzz Boxx USA 715 NE 77th Street Miami FL, 33138 I hereby request payment in the amount of $ 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 250 People @ Lotus House Miami @ Camillas House Haircuts / grooming and mentoring services for the homeless community. $275 / event @ 36 events TOTAL: $ 10,000.00 I certify that the Program/Service was provided in accordance to the approved Program/Project as described in the API Funding Request Form and that expenses were incurred in the provision of said Program/Service. Authorized Representative Signature May 21, 2021 Date Amir Youssef 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 $600,000 Personal and Adv. Injury $300,000 Products/Completed Operations $300,000 B. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 300,000 B. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident • $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Professional Liability/Errors and Omissions Coverage (if applicable) Combined Single Limit Each Claim General Aggregate Limit Retro Date Included $ 250,000 $ 250,000 The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. ACORI$ CERTIFICATE OF LIABILITY INSURANCE �.------ DATE(MM/DD/YYYY) 05/25/2021 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: AHC, No, Ext): (888) 202-3007 FX (A/C, No): ADDRESS: contact@hiscox.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Hiscox Insurance Company Inc 10200 INSURED Buzz Boxx USA Corporation 715 North East 77th st Miami, FL 33138 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. LTRISUBR TYPE OF INSURANCE NSD w VD POLICY NUMBER EFF (MM/DDIYYYY) POLICY EXP DIPOLICY (MM/DYYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y UDC-4804755-CGL-21 04/15/2021 04/15/2022 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 100,000 MED EXP (Any one person) $ 5,000 PERSONAL BADVINJURY $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO- JECT PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OPAGG $ 2,000,000 $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ 5 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) CERTIFICATE HOLDER CANCELLATION The City of Miami 444 SW 2nd Ave. Miami, FL 33130 I 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 r ANTI -POVERTY INITIATIVE FUNDING AGREEMENT EXHIBIT G - RECIPIENT'S CORPORATE RESOLUTION CORPORATE RESOLUTION WHEREAS, Buzz Boxx USA , a Florida Corporation , desires to enter into a Agreement with the City of Miami, a copy of which is attached hereto; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the Articles and By -Laws of the not -for -profit corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that Amir Youssef Youssef are/is 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 Eighteenth day of May , 2021 . CORPORATE SECRETARY Print Name: Andrew Rhagnanan PRESIDENT Print Name: Amir Y. Youssef (CORPORATE SEAL)