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23720
AGREEMENT INFORMATION AGREEMENT NUMBER 23720 NAME/TYPE OF AGREEMENT ENDEAVOR MIAMI INC. DESCRIPTION ANTI -POVERTY INITIATIVE FUNDING AGREEMENT/ENDEAVOR LAB/FILE ID: 7435/R-20- 0152/MATTER ID: 21-2788/#85 EFFECTIVE DATE December 2, 2021 ATTESTED BY TODD B. HANNON ATTESTED DATE 11/30/2021 DATE RECEIVED FROM ISSUING DEPT. 12/7/2021 NOTE CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Office of Grants Administration DEPT. CONTACT PERSON: Malissa T. Sutherland EXT. 1005 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Endeavor Miami. Inc. IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES ❑ NO TOTAL CONTRACT AMOUNT: $ 50,000 FUNDING INVOLVED? ❑ YES ❑ NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREENIENT ❑ LICENSE AGREEMENT El PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT OTHER: (PLEASE SPECIFY) API PURPOSE OF ITEM (BRIEF SUMMARY): The attached API agreement is being routed for review/signature. The API allocation from the Mayor's Office for Endeavor Miami, Inc. is for S50,000 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 11/10/21 PRINT:LILLIAN BLONDET SIGNATURE: lG.. , SUBMITTED TO OFFICE OF MANAGEMENT AND BUDGET PRINT:MARIE GOUIN SIGNATURE: SUBMITTED TO RISK MANAGEMENT PRINT: ANN-MARIE SWAM w�a�� Gomez, Franks; „,,,,,,,,,,,, SIGNATURE: SUBMITTED TO CITY ATTORNEY Matter ID. 21-2788 PRINT: VICTORIA MENDEZ ,9 L.% +y ED.J.G. SIGNATUR APPROVAL BY ASSISTANT CITY MANAGER a3 PRINT:FERNAN 0 CASAMAYOR SIGNA RECEIVED BY CITY MANAGER PRINT: ARTHUR GA V 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: PST: 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 c7,.7e,<% day of r-e„i/,G,- , 20 21 by and between the CITY OF MIAMI. a municipal corporation of the State of Florida, located at 444 SW 2nd Avenue, Miami, FL 33130 and Endeavor Miami,Inc., a Florida not for ("CITY"), Iprofit corporation, located at 396 Alhambra Circle, Suite 202, Coral Gables, FI 33134 ("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 Fifty Thousand dollars ($ 50,000 .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 November 5 , 2021 and shall continue until November 5 , 2022. 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 Endeavor Miami, 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 Fifty Thousand dollars ($ 50,000 .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 Endeavor Miami, Inc. reasonable times, and for a period of up to three (3) years following the termination of this 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 Endeavor Miami, Inc. Any inconsistent, incomplete, or inadequate information, either received by the CITY or obtained by the CITY, shall constitute cause for the CITY to terminate this Agreement. 7. AWARD OF AGREEMENT: RECIPIENT represents and warrants to the CITY that it has not employed or retained any person or company employed by the CITY to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 8. COMPLIANCE WITH FEDERAL, STATE AND LOCAL 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 Endeavor Miami, 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 Endeavor Miami, 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: (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 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. 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 Endeavor Miami, 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 Endeavor Miami, 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 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 Endeavor Miami, Inc. 396 Alhambra Circle, Suite 202 Coral Gables, F133134 Attn: Claudia Duran 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 2nd Avenue, Suite 945 Miami, FL 33130 Attn: Victoria Mendez, City Attorney Page 8 City of Miami API Funding Agreement Endeavor Miami, Inc. 20. PUBLIC RECORDS: Pursuant to the provisions of Section 119.0701. Florida Statutes, RECIPIENT must comply with the Florida public records laws, specifically the RECIPIENT must: A. Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. B. Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter of the Florida Statutes or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. D. Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of the RECIPIENT upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. E. All records stored electronically must be provided to the CITY in a format that is compatible with the information technology systems of the CITY. IF THE RECIPIENT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE RECIPIENT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, PUBLICRECORDS@MIAMIGOV.COM, AND 444 S.W. 2"D 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 Endeavor Miami, 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 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 Endeavor Miami, 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 Endeavor Miami, 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 Cite 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: Todd B. Han "CITY" CITY OF MIAMI, a municipal corporation of the State of Florida By: Jerk Arthur Nortega V, tty anager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE REQUIREMENTS: CORRECTNESS: Victoria %? ndez Matter ID: 21-2788 City Attorney D.J.G. ATTEST: Print Name: Amarilis L. Zozaya Title: Finance & Administration Mgr. Dgitalty signed by Gone; Gomez, Frank FDatrank e: 2021.11.1016.OSr17 Ann -Marie Sharpe, Director Risk Management "RECIPIENT" Endeavor Miami, Inc. A Florida Not -For -Profit Corporation By: = Print Name: Claudia Duran Title: Managing Director Page 13 7/30/2021 Detail by Entity Name DIVISION Of CORPORATIONS ,, zy..ri rg vrr) Department of State / ONisicn of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Not For Profit Corporation ENDEAVOR MIAMI, INC. Filing Information Document Number N13000005309 FEI/EIN Number 46-3605872 Date Filed 06/03/2013 State FL Status ACTIVE Principal Address 396 Alhambra Circle Suite 202 Coral Gables, FL 33134 Changed: 04/23/2019 Mailing Address 396 Alhambra Circle Suite 202 Coral Gables, FL 33134 Changed: 04/23/2019 Registered Agent Name & Address Duran, Claudia I 601 N.E. 27th Street Apt. 1607 Miami, FL 33137 Name Changed: 05/22/2020 Address Changed: 05/22/2020 Officer/Director Detail Name &Address Title Director BEECK, ALBERTO 396 Alhambra Circle Suite 202 search sunbiz.org/Inq uiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=ENDEAVORM IAMI N 13.. 1/4 7/30/2021 Detail by Entity Name uorai Liaoies, FL 3,i134 Title Director MANDELBAUM, ABI 396 Alhambra Circle Suite 202 Coral Gables, FL 33134 Title Director LOWENSTEIN, DIEGO 396 Alhambra Circle Suite 202 Coral Gables, FL 33134 Title Director Ferro, MD, Maurice R. 396 Alhambra Circle Suite 202 Coral Gables, FL 33134 Title Director MASHBURN, JAMAL 396 Alhambra Circle Suite 202 Coral Gables, FL 33134 Title Director KNALL, JAMIE 396 Alhambra Circle Suite 202 Coral Gables, FL 33134 Title Director ECHAVARRIA, DANIEL 396 Alhambra Circle Suite 202 Coral Gables, FL 33134 Title Director HAGGMAN, MATT 396 Alhambra Circle Suite 202 Coral Gables, FL 33134 Title co -Chairman, Director n IMA".1 P'PI•Irl,T search sunbiz.org/Inq uirylCorporationSearch/SearchResultDetaiI?inquirytype=EntityNarne&directionType=Initial&searchNameOrder=ENDEAVORM IAMI N 13.. 2/4 7/30/2021 bALhiK \L I1, tt<NCJ I 396 Alhambra Circle Suite 202 Coral Gables, FL 33134 Title Director Nahmad, A.J. 396 Alhambra Circle Suite 202 Coral Gables, FL 33134 Title Director Simkins, Michael 396 Alhambra Circle Suite 202 Coral Gables, FL 33134 Title co -Chairman, Director Moreno, Andres 396 Alhambra Circle Suite 202 Coral Gables, FL 33134 Title Director WOLFFINGTON, SEAN 396 Alhambra Circle Suite 202 Coral Gables, FL 33134 Title Director MOAS, RAUL 396 Alhambra Circle Suite 202 Coral Gables, FL 33134 Annual Reports Report Year Filed Date 2019 04/23/2019 2020 05/22/2020 2021 04/26/2021 Document Images Detail byEntityName 04/26/2021 — ANNUAL REPORT View image in PDF format 05/22/2020 — ANNUAL REPORT View image in PDF format i 04/23/2019 — ANNUAL REPORT View image in PDF format 04/18/2018 — ANNUAL REPORT View image in PDF format • search sunbiz.org/Inq uiry/CorporationSearch/SearchResultDetail?inquirytype=EnttyName&directionType=Initial&searchNarneOrder=EN DEAVORMIAM I N 13.. 3/4 7/30/2021 Detail by Entity Name 04/25/2U1 / — ANNUAL KtNUK I View image in PUI- tcnnat 03/18/2016 — ANNUAL REPORT View image in PDF format 02/13/2015 — ANNUAL REPORT View image in PDF format C4/29/2014 — ANNUAL REPORT View image in PDF format C6/03/2013 — Domestic Non -Profit View image in PDF format State, OMsior. or CoracraCuns search.sunbiz.org/lngairy/CorporationSearch/SearchResultDetail?inquirytype=EntityName&direct onType=Initial&searchNameOrder=ENDEAVORMIAMI N13... 4/4 ANTI -POVERTY INITIATIVE FUNDING AGREEMENT EXHIBIT A - CITY OF MIAMI RESOLUTION City of Miami Legislation Resolution Enactment Number: R-20-0152 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 7435 Final Action Date:5/14/2020 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AMENDING THE ANTI -POVERTY INITIATIVE ("API") GUIDELINES TO ALLOW FOR THE PURCHASE OF ESSENTIAL SERVICES DURING A DECLARED STATE OF EMERGENCY, TO ALLOW FOOD DISTRIBUTIONS, AND TO CLARIFY THAT IN ADDITION TO CITY OF MIAMI ("CITY") DEPARTMENTS, THE OFFICES OF CITY ELECTED OFFICIALS SHALL QUALIFY AS ELIGIBLE RECIPIENTS OF API FUNDS; FURTHER RATIFYING, CONFIRMING, AND APPROVING, PURSUANT TO SECTION 18-72(B)(20) OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, THAT ALLOCATIONS OF API FUNDS IN AN AGGREGATE AMOUNT OF FIFTY THOUSAND DOLLARS ($50,000.00) OR LESS IN ANY SINGLE CITY FISCAL YEAR TO ANY SINGLE ENTITY PURSUANT TO THE API GUIDELINES SHALL NOT REQUIRE CITY COMMISSION APPROVAL; AUTHORIZING THE CITY MANAGER TO EXECUTE ANY AND ALL NECESSARY DOCUMENTS, ALL IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, FOR SAID PURPOSE. WHEREAS, pursuant to Resolution No. 14-0362 adopted on September 23, 2014, the City Commission established the Anti -Poverty Initiative Program ("API") to address poverty through a strategy of focusing the provision of support towards the goal of having City of Miami ("City") residents achieve self-sufficiency; and WHEREAS, pursuant to Resolution No. 15-0106 adopted on March 12, 2015, the City determined that the most effective means of allocating API funding among the City Commission Districts should be based on the level of poverty within each District; and WHEREAS, pursuant to Resolution No. 16-0044 adopted January 28, 2016, all API funding recipients are required to execute an agreement with the City that addresses the scope of services, performance measures, invoicing, conflicts of interest, and other material terms that may be applicable for the use of any funds; and WHEREAS, the Novel Coronavirus ("COVID-19") pandemic and the related economic impacts has brought to light the need to expand the allowable uses of API funds to include food distributions consistent with the needs identified by this Resolution; and WHEREAS, during a declared State of Emergency or natural disaster, it is also appropriate to allow for the use of API funds for essential supplies that may be necessary; and WHEREAS, the City Commission ratifies, confirms and approves that pursuant to Section 18-72(b)(20) of the Code of the City of Miami, Florida, as amended ("City Code"), allocations of API funds in an aggregate amount of fifty thousand dollars ($50,000.00) or less in any single fiscal year to any single entity pursuant to the API guidelines shall not require City Commission approval; and WHEREAS, the API guidelines already include City Departments as eligible recipients and the City Commission wishes to clarify that the offices City elected officials shall also be included as eligible recipients; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble of this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The City Commission hereby amends the API guidelines to allow for the use of API funds for food distributions. Section 3. The City Commission hereby amends the API guidelines to allow for the use of API funds to purchase essential supplies during a State of Emergency, natural disaster, or other economic crisis. Section 4. The City Commission hereby amends the API guidelines to clarify that elected official offices shall be an eligible recipients of API funding. Section 5. The City Commission hereby ratifies, confirms, and approves pursuant to Section 18-72(b)(20) of the City Code, that allocations of API funds in an aggregate amount of fifty thousand dollars ($50,000.00) or Tess in any single City fiscal year to any single entity pursuant to the API guidelines shall not require City Commission approval. Section 6. The City Manager is authorized' to execute any and all necessary documents, all in a form acceptable to the City Attorney, for said purpose. Section 7. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS: 1 ndeezz, c y ttorpey 5/5/2020 1 The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to, those prescribed by applicable City Charter and City Code provisions. 2 If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. T. Sutherland, Malissa From: Pascual, Nikolas Sent: Wednesday, September 22, 2021 9:20 AM To: Claudia Duran; T. Sutherland, Malissa Subject: FW: Endeavor & City of Miami Next Steps Attachments: API Grant Proposal Endeavor 2021 Signedvs2.pdf Good morning Malissa, I hope this email finds you well. Please process the attached API request for 50k. Thank you and have a great day! -Nikolas Pascual From: Claudia Duran <claudia.duran@endeavor.org> Date: Tuesday, September 21, 2021 at 12:52 PM To: Nikolas Pascual <NPascual@miamigov.com> Subject: Re: Endeavor & City of Miami Next Steps CAUTION:-This.is an email from anexternal source: Do_notclick links or open attachments unless you recognizethe e.: Sender . and know the content is safe: Hi Nikolas, Please find attached the API Grant proposal with the new amount for $50,000. Looking forward to receiving the funds so we can announce the support of the City of Miami when we announce our EndeavorLAB cohort 4 selected participants. We launched applications for the program yesterday and will select the entrepreneurs by the end of this month. Will keep you posted. Thank you! CLAUDIA DURAN Managing Director Endeavor Miami 396 Alhambra Circle, Suite 202 Coral Gables, FL 33134 Tel: 786.953.7541 Cel: 786.352.3350 www.endeavormiami.ora twitter I facebook I instagram 0n Sep 17, 2021, at 4:19 PM, Pascual, Nikolas <NPascual@miamigov.com> wrote: 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: Endeavor is leading the global high -impact entrepreneurship movement to drive long-term economic growth and build strong entrepreneurship ecosystems in growth markets by selecting, mentoring, and accelerating the best high impact entrepreneurs. More information on the attached sheet. Is your program/project providing direct services to residents of the City of Miami? Yes No ❑ 20 Number of residents your entity will serve• Frequency of Service: Weekly Age Group Served: Approx. 25-55 Is your program/project impacting one of Miami's disadvantaged communities? Yes E\lo ❑ Geographic Area Served (specific to this project/program) District Served (1, 2, 3, 4, 5, Citywide) Citywide Neighborhood/Community being served: Program/Project Priority area (Select one): Minority Entrepreneurs nE• ducational Programs for children, youth and adults I I C• rime Prevention nE• lderly meals, transportation, recreational and health/wellness related activities At- li' risk youth or youth summer job programs u Transportation services and programs 111 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 City of Miami Anti -Poverty Initiative Program - Funding Request Form Program/Project Title: Endeavor Lab Project/Program Description: PLEASE SEE ATTACHMENT Program Start Date: 09/20/2021 Program End Date: 12/05/2021 Please describe how this program/project and funding will alleviate poverty within the City of Miami? PLEASE SEE ATTACHMENT IMPACT AND PERFORMANCE: Describe overall expected outcomes and performance measures for this project/program: PLEASE SEE ATTACHMENT 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) Endeavor Miami EndeavorLAB Program EndeavorLAB 1. Organization History and Background Established in 1997, Endeavor is leading the global high -impact entrepreneurship movement to drive economic growth and job creation by selecting, mentoring, and accelerating the best high -impact entrepreneurs around the world. To date, Endeavor has screened more than 60,000 individuals and selected more than 2,000 founders leading over 1,200 scale -up companies. With support from Endeavor's worldwide mentor network, Endeavor Entrepreneurs have created over 3 million jobs, generate more than $20 billion in revenue each year, and inspire future generations to innovate and take risks, building strong entrepreneurship ecosystems in growth markets. Headquartered in New York City, Endeavor currently operates in 35+ growth markets throughout Africa, Asia, Europe, Latin America, the Middle East, and North America. Having launched its operation, in Miami, in September 2013 with the support of the John S. and James L. Knight Foundation, Endeavor Miami possesses an active local board of business leaders that believe high - impact entrepreneurship can transform Miami. 2. Project/Program Description The EndeavorLAB program is a cohort -based accelerated growth program exclusive to minority entrepreneurs with a market -tested business model seeking to scale their businesses faster, with the ultimate goal of supporting companies with strong impact potential in the Miami ecosystem in order to catalyze its economic growth. EndeavorLAB focuses on supporting minority entrepreneurs -because they tend to be a marginalized group within the entrepreneurial community. They have a harder time accessing capital and mentorship opportunities are not as readily available to them. We seek to fix that. Leveraging Endeavor's more than 20-year experience in mentoring and scaling companies, we have created a program designed specifically to tackle the most pertinent issues faced by minority entrepreneurs. Additionally, unlocking their potential can have a dramatic impact on our city's economy. Please describe how this program/project and funding will alleviate poverty within the City of Miami? New York Times columnist Thomas Friedman once described Endeavor as "the best anti -poverty program of all." Through specific services such as, mentorship and partnerships Endeavor supports entrepreneurs to scale, thus generating not just more wealth but creating more jobs and therefore catalyzing economic growth locally. EndeavorLAB mirrors this program and applies its methodology to ensure minority entrepreneurs in Miami can exponentially growth their businesses. The goal of our program is to provide Endeavor's expertise in mentoring, workshops, and provide tools to help minority entrepreneurs growth their businesses. Endeavor Miami believes that entrepreneurship can generate sustainable long-term economic development through wealth and job creation. With more job openings in the market, unemployed residents have a larger pool of opportunities that will provide them with financial means. Endeavor Miami EndeavorLAB EndeavorLAB Program Furthermore, according to data collected by Endeavor Insight, only 20% of Black -owned businesses have 10+ employees but these companies generate nearly 65% of the revenues and 80% of the jobs found among Black -owned firms. Similarly, only 17% of Hispanic -owned businesses have 10+ employees. These companies have created roughly 65% of the revenues and over 70% of the jobs found among Hispanic - owned firms. Endeavor Insight shows that long-term benefits generated by founders of color have effectively scaled include: • Passing down accumulated knowledge and social capital that can be shared with their children and other members of their communities • Increased hiring of minority employees • Philanthropic initiatives to give back to the community • Creation of multi -generational wealth 3. Impact and Performance Expected outcomes of EndeavorLAB include: 1) Participating entrepreneurs will have a better understanding of how to scale their businesses, through our hands-on tools, exercises, and best practices mentoring from successful entrepreneurs. 2) Early -stage business milestones, such as but not limited to, achieving product market fit, closing first partnership, becoming revenue positive, making a key hire, increasing number of employees, etc. 3) Participating entrepreneurs will have their immediate challenges addressed through the completion of an Action Plan, to be executed with the support of an assigned mentor. 4) In the close out report we will include information of the companies and entrepreneurs that participated in the program. Performance measures include: Net Promoter Score collected at the end of the program Level of Engagement 1) How applicable teachings are to current needs of the business 2) Revenue at the start vs end of the program 3) Endeavor Miami will conduct two check -in surveys (6 months out, 12 months out) after 4) the program to measure the growth of the companies and the impact the program had a. on their scalability Number of Jobs at the start vs end of the program Endeavor Miami will conduct two check -in surveys (6 months out, 12 months out) after 5) the program to measure the growth of the companies and the impact the program had a. on their scalability. Endeavor Miami EndeavorLAB EndeavorLAB Program Ecosystem Building Efforts: 1) Ecosystem Mapping: This program will also be part of our intense and thorough ecosystem mapping efforts to better understand entrepreneurship in our region. Endeavor will compile a brief report with key highlights for the Mayor's office with our findings. 2) Investor Relations: Access to capital is a huge barrier for growth in our region. As such, Endeavor will use the API funds to organize an event where entrepreneurs will be able to interact with regional investors and increase their chances of investment. This event will leverage Endeavor knowledge and match making skills to guarantee the best possible outcome. 3) Community of Founders: Together with our past EndeavorLAB Cohort powered by the City, Endeavor is forming a community of founders to foster peer to peer interactions, which has long been proven a key factor in the development of tech ecosystems. 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: $50,000 Explain how the City of Miami Anti -Poverty funding will be utilized: 3 This grant would allow Endeavor Miami to run an accelerated growth program focused on minority entrepreneurs with businesses in the City of Miami, granting them the necessary tools to scale their ventures. Minority entrepreneurs tend to be ignored by other programs, ours focuses on sharing and educating them with our knowledge, mentorship, and scaling methodology. Itemize API funding related to expenditures below: Personnel Salaries & Wages: Personnel Benefits Space Rental: Utilities (Electricity, Phone, Internet): Supplies: Marketing: Transportation (Participants): Meals (Participants): Professional Services (List each): $22,000.00 $1,000.00 $2,500.00 $500.00 $2,000.00 $200.00 $3,500.00 $2,500.00 Other (please describe): pls see attachment $15,800.00 Other (please describe): Other (please describe): Personnel Salaries & Wages: $22,000.00 Team (Project Management, Execution and Operations) Personnel Benefits Demo Day Platform Fees + Space Rental: $1,000.00 Organization Utilities (Office, Electricity, Phone, Internet): $2,500.00 Office expenses Supplies: $500.00 Welcome Kits Marketing: $2,000.00 Landing Page Design, Videos, Ads Transportation (Participants): $200.00 small, socially distant gatherings to Meals (Participants): $3,500.00 enhance community engagement Professional Services (List each): $2,500.00 PR services Other (please describe): $15,800.00 post program follow ups and investor relations TOTAL $50,000.00 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 $ 50,000 for the services provided pursuant to this Agreement. 2. Request for Payments should be submitted to the CITY in a form provided by the City and included in this Exhibit as Request for Payment Form. 3. The RECIPIENT must submit the final request for payment to the CITY within 30 calendar days following the expiration date or termination date of this Agreement in a form provided by the CITY. If the RECIPIENT fails to comply with this requirement, the RECIPIENT shall forfeit all rights to payment and the CITY shall not honor any request submitted thereafter. 4. Schedule of payments to RECIPIENT will be as follows: One Time Payment 5. Any payment due under this Agreement may be withheld pending the receipt and approval by the CITY of all reports and information due from the RECIPIENT as a part of this Agreement and any modifications thereto. Date: November 8,2021 Send to: API Request for Payment Form Invoice Number: 807 City of Miami Office of Grants Administration 444 SW 2nd Ave., 5th Floor Miami, FL 33130 Program/Project Title: Recipient's Name: Recipient's Address: ENDEAVOR LAB FOR FEMALE ENTREPRENEURS CLAUDIA DURAN 396 Alhambra Circle, Suite 202, Coral Gables, FL 33134 I hereby request payment in the amount of $ 50,000 for expenses incurred in relation to the City of Miami Anti -Poverty Initiative Activity/Program/Services provide below. Number of People Served/Location of Services Service Description Rate Amount 9 Companies EndeavorLAB is a two -month accelerated growth program designed to support local early -stage companies led by minority founders. Over the course of the four months, Endeavor will instruct and mentor the participants using Endeavor's methodology in peer -to - peer support and expertise in scale ups. The participants will have access to a unique network of mentors and entrepreneurs willing to exchange experiences and build (Pls. see attached budget) 50,000 TOTAL: $ 50,000 I certify that the Program/Service was provided in accordance to the approved Program/Project as described in the API Funding Request Form and that expenses were incurred in the provision of said Program/Service. Authorized Representative Signature November 8, 2021 Date Claudia Duran Type Name Managing Director Title: Endeavor Miami, Inc 396 Alhambra Circle, Suite 202 Coral Gables, FL 33134 (786) 9537541 miami@endeavor.org BILL TO City of Miami---�---------- 444 SW Second Avenue, 5th Floor Miami, FL 33130 Invoice 2ND2aVOR INVOICE #. DATE TOTAL DUE ' ' DUE DATE , ' TERMS •.ENCLOSED _, 807 11/08/2021 1 $50,000.00 ACTIVITY Other Contributions EndeavorLab-Cohort 4 for Female Entrepreneurs 12/08/2021 Net 30 Endeavor Miami, Inc. is a private tax-exempt non-profit organization, under section 501(c)(3) of the IRS Code. Please submit payments as follows: Account name: Endeavor Miami, Inc Bank of America, N.A. P.O. Box 25118 Tampa, FL 33622-5118 Bank Account number: 898108205922 ABA Routing number: 026009593 (for wires) ABA Routing number: 063100277 (For direct deposits, automatic payments and ACH transfers) You may also send a check payable to "Endeavor Miami, Inc." to our above address. This organization has complied with the registration requirements of Chapter 496, Florida Statutes, the Solicitation of Contributions Act. Registration #CH41699. A copy of the official registration and financial information may be obtained from the Division of Consumer Services, by calling toll free 800-435- 7352, within the state. Registration does not imply endorsement, approval, or recommendation by the State. BALANCE DUE RATE AMOUNT! 50,000.00 • 50,000.00 $50,000.00 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. ACORO® CERTIFICATE OF LIABILITY INSURANCE �....------ DATE(MM/DD/YYYY) 10/19/2021 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 Marten Insurance Inc 370 West 49th Street Hialeah FL 33012 CONTACT Maria Isaba NAME: IA/CNNo. Extl: (305) 824-9841 (A/C, No): (305) 824-0004 ADDRESS: marien@marieninsurance.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Hiscox Insurance Company Inc 10200 INSURED• ENDEAVOR MIAMI, INC 396 Alhambra Circle Suite 202 Coral Gables FL 33134 INSURER B INSURER C: INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVI 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. 1LTR TYPE OF INSURANCE INSD SUBR POLICY NUMBER POLICY EFF (MMIDD/YYYY) POLICY EXP IMM/DDIYYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y N UDC-4989578-CGL-21 10/19/2021 10/19/2022 EACH OCCURRENCE S 2,000,000.00 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) S 100,000.00 MED EXP (Any one person) S 5,000.00 PERSONAL&ADVINJURY S 2,000,000.00 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES JECT PER: LOC GENERAL AGGREGATE S 2,000,000.00 PRODUCTS-COMP/OPAGG S 2,000,000.00 S AUTOMOBILE _ LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOSaccident) NON -OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) S BODILYINJURY(PerS PROPERTY DAMAGE (Per accident) S S UMBRELLA LIAB EXCESS LIAB _ OCCUR CLAIMS -MADE EACH OCCURRENCE S AGGREGATE S DED RETENTIONS S WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes. describe under DESCRIPTION OF OPERATIONS below N / A PER STATUTE OTH- ER E.L. EACH ACCIDENT S E.L. DISEASE - EA EMPLOYEE S E.L. DISEASE - POLICY LIMIT S DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Miami as an Additional Insurance. CERTIFICATE HOLDER CANCELLATION 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 (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 Unanimous Written Consent of the Board of Directors in Lieu of a Meeting of Endeavor Miami, Inc. In accordance with Florida Statutes Section 617.0821, the undersigned, being all the members of the Board of Directors (the "Board") of Endeavor Miami, Inc., a Florida Not for Profit corporation (the "Corporation"), do hereby unanimously waive notice, and without a meeting of the Board of Directors of the Corporation, agree to, consent to, adopt and order the following corporate actions and resolutions, as fully and to the same extent as if the same were adopted at a formal meeting of the Board of Directors of the Corporation: WHEREAS, the Board has determined that it is in the best interests of the Corporation to elect Claudia Duran as Managing Director, President and Chief Executive Officer of the Corporation, effective as of July 1, 2019. WHEREAS, the Board has determined that it is in the best interests of the Corporation to appoint Claudia Duran as an authorized signatory on bank accounts of the Corporation. NOW THEREFORE, IT IS: RESOLVED, that, effective as of July 1, 2019, Claudia Duran be and hereby is elected to the offices of Managing Director, President and Chief Executive Officer of the Corporation, to serve until her successor in such position is duly elected and shall qualify in accordance with' the Bylaws; and it is FURTHER RESOLVED, that Claudia Duran, in her capacity as Managing Director, President and Chief Executive Officer be, and she hereby is, authorized and directed, in her sole discretion, to hire or name other executives of the Corporation; and it is FURTHER RESOLVED, that Claudia Duran be and hereby is appointed as an authorized signatory on bank accounts (the "Authorized Signatory"); and it is FURTHER RESOLVED, that the President, Chief Executive Officer and Authorized Signatory of the Corporation be and hereby are authorized and directed to open an account with such banks or other financial institutions as may from time to time be selected by the President or Chief Executive Officer, and to deposit therein all funds of the Corporation. All drafts, checks and notes of the Corporation payable on said account shall be made in the name of the Corporation, and shall be signed by the any of the President, Chief Executive Officer, Treasurer or Authorized Signatory of the Corporation; and it is FURTHER RESOLVED, that the President and Chief Executive Officer of the Corporation be and hereby is, in accordance with the foregoing resolutions and the Bylaws of the Corporation, authorized and directed, for and in the name and on behalf of the Corporation, to take all action and execute all documents and make such filings pursuant to federal, state and local laws as she may deem necessary or appropriate in order to effectuate and carry out the purposes of the foregoing resolutions; and it is FURTHER RESOLVED, that all actions heretofore taken by the officers, directors, or any representatives or agents, for or in the name or on behalf of the Corporation be, and each of the same hereby is, ratified, confirmed and approved in all respects; and it is FURTHER RESOLVED, that this unanimous written consent may be signed in multiple counterparts, including counterparts transmitted by facsimile or other electronic transmission, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] The undersigned, constituting all of the members of the Board of Directors of the Corporation, have executed this written consent as of the date set forth below, and this written consent shall be effective as of the date signed by all of the Directors. Adriana Cisneros Date A AJ Nahmad Date 09-06-2019 AIbe:,rto beck bare. (19::.06,2 i 13:• Anabel Perez Date• E19 6...au 9 Andres Moreno Date. 09-06-2019 • • ha.►tUt Gc ii a 1la i,a, Daniel Echavarria Date' 09-06-2019 & u €a-cibt a a. Ernest Bachrach Date: 09-06-2019 Laura MAydon Date:' 09-06-2019 [Signature page to Unanimous Written Consent of the Board of Directors] Matt Haggman Date: 09-06-2019 Maurice R. Ferre, MD Date'09-06-2019 m mi Melissa Medina -Jimenez Date- 09-06-2019 Michael Simkins Date: 09-06-2019 Zaza Y I cra 4- • Raul Moas bate:. 09-06.-2019 Sean .Wgtan Date: 09-06-2019 akdan ,b -a,oyo. Endeavour CUiobal,inc. Name: ,Adrian Ggcia-Ara: yao. Title:_ President Date;. 09-10-2019 [Signature page to Unanimous Written Consent of the Board of Directors]