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CITY OF MIAMI, FLORIDA COMMUNITY DEVELOPMENT BLOCK GRANT ECONOMIC DEVELOPMENT LOAN AGREEMENT THIS AGREEMENT (hereinafter the "Agreement") is entered into this day of 2013, between the City of Miami, a municipal corporation of the State of Florida (hereinafter referred to as the "CITY"), and Wynwood Brewing Company, LLC a Florida limited liability company (hereinafter referred to as the "BUSINESS"). FUNDING SOURCE: Community Development Block Grant Funds AMOUNT: S420.000 TERM OF THE AGREEMENT: The Ag-reerent shall terminate five (5) vears from the Effective Date. PROJECT NUMBER: ADDRESS: 565 NW 24t Street Miami. Florida. 33127 NOW, THEREFORE, in. consideration of the mutual. covenants and obligations herein set forth, the parties understand and agree as follows: ARTICLE I EXHIBITS AND DEFINITIONS 1.1 EXHIBITS: Attached hereto and forming a part of this Agreement are the following Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Resolution Authorizing Execution of this Agreement, if applicable Work Program Compensation and Budget Summary Insurance Requirement Certification Regarding Lobbying Form Certification Regarding Debarment, Suspension and other Responsibility Matters Crime Entity Affidavit 1.2 DEFINED TERMS: As used herein the following terns shall mean: Act or 24 CFR 570: Title I of the Housing and Community Development Act of 1974, as amended. Agreement Records: Any and all books, records, documents, information, data, papers, letters, materials, and computerized or electronic storage data and media, whether written, printed, computerized, electronic or electrical, however collected or preserved which is or was produced, developed, maintained, completed, received or compiled by or at the direction of the BUSINESS or any subcontractor in carrying out the duties and obligations required by the teens of this Agreement, including, but not limited to, financial books and records, ledgers, drawings, maps, pamphlets, designas, electronic tapes, computer drives and diskettes or surveys. CDBG Program: Community Development Block Grant Program. CDBG Requirements: The requirements contained in 24 CFR Part 570, Rule 9I of the Florida Administrative Code and as established by the City of Miami, Florida. CDBG Funds. or. the Loan: The loan in the amount of S420,000.00 from the City to the BUSINESS for Job Creation or Job Retention. Department: The City of Miami Department of Community and Economic Development. Effective Date: The date on which the City Clerk attests the signature of the City Manager. Federal Award: Job Creation/Retention Any federal funds received by the BUSINESS from any source during the period of time in which the BUSINESS is performing the obligations set forth in this Agreement. Twelve (12) Permanent jobs (computed on a full time basis), of which at least 51% will be made available or held by Low- and Moderate -Income persons. 2.2 Low- and -Moderate- Income Person: A Low- or Moderate -Income individual whose income is within specific income levels as defined by HUD. U.S. HUD or HUD: The United States Department of Housing and Urban Development. ARTICLE II BASIC REQUIREMENTS The following documents must be approved by the CITY and must be on file with the Department prior to the C1"lY's execution of this Agreement: 2.1 The Work Program submitted by the BUSINESS to the CITY which shall become attached hereto as Exhibit "B" to this Agreement and shall include the following: 2.1,1 The description section shall detail the activities to be carried out by the BUSINESS. It should specifically describe the activities to be carried out as a result of the expenditure of CDBG Funds, Where appropriate it should list measurable objectives, define the who, what, where and when of the project, and in general detail how these activities will ensure that the intended beneficiaries will be served. 2.1.2 The schedule of activities and measurable objectives play an essential role in the rant management system. The schedule should provide projected milestones and deadlines for the accomplishment of tasks in carrying out the Work Program. These projected milestones and deadlines are a basis for measuring actual progress during the tern of this Agreement. These items shall be in sufficient detail to provide a sound basis for the CITY to effectively monitor performance by the Business under this Agreement. The Loan Conditions and Budget Sun -unary attached hereto as Exhibit "C", which shall details expenditures made to complete the Work Program. 2.3 A list of the BUSINESS's present officers and members of the Board (names, addresses and telephone numbers) (if applicable). 2.4 A list of all employees (with their titles). 2.5 An unlimited guarantee executed by the Officers and Directors of the BUSYNESS. 2.6 Completion of an Authdrized Representative Statement. 2.7 Completion of a Statement of Accounting System. 2.8 A collateral position of any and all real property or equipment pledge as security for the Loan. 2.9 UCC-1 filing is required for the equipment purchased with the Loan. 2.10 The following corporate documents: (i) Bylaws, resolutions and incumbency certificates for the BUSINESS, certified by the BUSINESS'S Corporate Secretary, authorizing the consummation of the transactions contemplated hereby, all in a fonn satisfactory to the CITY (if applicable). 2.11 ADA Certification. 2.12 Drug Free Certification. 2.13 All other docuunents reasonably required by the CITY. ARTICLE III TERMS AND PROCEDURES 3.1 CITY AUTHORIZATION: For the purpose of this Agreement, the Department will act on behalf of the CITY in the fiscal control, programmatic monitoring and modification of this Agreement, except as otherwise provided by in this Agreement. 3.2 EFFECTIVE DATE AND TERM: Effective date of this Agreement shall be the date that the City Clerk attests the si mature of the City Manager. The Agreement shall terminate five (5) years from the Effective Date. 3.3 OBLIGATIONS OF BUSINESS: The BUSINESS shall carry out the services and activities as prescribed in its Work Program and adhere to the terms and conditions set forth in the Housing and Comrnercial Loan Conarnittee memo, which is attached and incorporated herein and made a part of this Agreement, in a manner that is lawful, and .satisfactory to the CITY, and in accordance with the written policies, procedures, and requirements as prescribed in this Agreement, and as set forth by HUD and the CITY. 3.4 LEVEL OF SERVICE: Should start-up time for the Work Program be required or in the event of the occurrence of any delays in the activities thereunder, the BUSINESS shall immediately notify the DeparL.nent in writing, giving all pertinent details and indicating when the Work Program shall begin and/or continue. It is understood and agreed that the BUSINESS shall maintain the level of activities and expenditures in existence prior to the execution of this Agreement. Any activities funded through or as a result of this Agreement shall not result in the displacement of employed workers, impair existing agreements for services or activities, or result in the substitution of funds allocated under this Agreement for other funds in connection with work which would have been performed in the absence of this Agreement. • ARTICLE TV CDBG FUNDING AND DISBURSEMENT REQUIREMENTS 4.1 USE OF FUNDS: The Loan payable by the CITY on behalf of the BUSINESS shall be based on the rates, schedules and conditions described in Exhibit "C" attached hereto, which by this reference is incorporated into this Agreement. The Loan Funds are to be used only for the purchase of equipment and furnishings. 4.2 REPAYMENT TERMS: The loan will be repaid over a five (5) year period with quarterly payments beginning 24 months from loan closing with a zero percent interest. The City may impose late fees equal to 5% of the scheduled payment upon any payment not made with fifteen. (15) days of its due date. Loan will become fully payable if the BUSINESS fails to create or maintain twelve (12) full time equivalent ("FTE") jobs at the BUSINESS in accordance with Exhibit B — Work Program. In the event of default, the entire amount of funds disbursed on behalf of BUSINESS will become repayable to the City and shall be due within thirty (30) days of receipt of written notice of default from the City. 4.3 INSURANCE: At all times during the term hereof, the BUSINESS shall maintain insurance acceptable to the CITY. Prior to conunencing any activity under this Agreement, the BUSINESS shall famish to the CITY original certificates of insurance indicating that the BUSINESS is in compliance with the provisions described in Exhibit "D" attached hereto, which by this reference is incorporated into this Agreement. Moreover, the BUSINESS shall provide 5 acceptable to the City of Miami Risk Department. All policies shall provide the City with mandatory thirty (30) days written notices in cases of cancellation or material change. 4.4 FINANCIAL ACCOUNTABILITY: The CITY reserves the right to audit the records of the BUSINESS at any time during the performance of this Agreement and for a period of five (5) years after its expiration/termination. The BUSINESS agrees to provide all financial and other applicable records and documentation of services to the CITY. Any payment made shall be subject to reduction for amounts included in the related invoice which are found by the CITY, on the basis of such audit and at its sole discretion, not to constitute reasonable and necessary expenditures. Any payments made on behalf of the BUSINESS are subject to reduction for overpayments on previously submitted invoices. 4.5 RECAPTURE OF FUNDS: The CITY reserves the right to recapture funds in the event that the BUSINESS shall fail: (i) to meet its minimum employment requirements, then the CI1 Y shall call the Loan payable within thirty (30) days, (ii) to comply with the tenors of this Agreement, or (iii) to accept conditions imposed by the CITY at the direction of the federal, state and local agencies. 4.6 CONTINGENCY CLAUSE: Funding pursuant to this Agreement is contingent on the availability of funds and continued authorization for CDBG Program activities, and is also subject to amendment or teinnnation due to lack of funds or authorization, reduction of funds, and/or changes in regulations. 4.7 UNLIMITED PERSONAL GUARANTEE To induce the CITY to enter into this agreement, the Officers and Directors of the BUSINESS jointly and severally guarantee the payment when due of all amounts set forth as payable by the BUSINESS to the CITY under this Agreement and shall promptly pay any such amou.nt which is not paid by the BUSINESS for any reason, without deduction for any deduction, counterclaim, offset, of setoff which the Officers and Directors of the BUSINESS or the BUSINESS may have, together with interest and all costs and expenses (including reasonable legal fees and expenses of counsel chosen by the CITY) incurred by the CIF{ because of the BUSINESS' default or because of any default under this guarantee. This is an absolute, unconditional, and unlimited guarantee of payment and may be proceeded upon by the CITY before taking any action against the BUSINESS or after action against the BUSINESS has been commenced. 6 The obligations of the Officers and Directors of the BUSINESS hereunder shall not be discharged or impaired or otherwise affected by the failure of the CITY to assert any claim or demand or to enforce any remedy under this Agreement, by any waiver, modification, or amendment of any provision hereof, by any default, failure, or delay, willful or otherwise, in the payment by the BUSINESS of amounts payable under this Ageement, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Officers and Directors of the BUSINESS, or would othervvise operate as a discharge of the Officers and directors of the BUSINESS as a matter of law. No parent by the Officers and Directors of the BUSINESS pursuant to this guarantee shall entitle the Officers and Directors of the BUSINESS, by subrogation to the rights of the CI I Y or otherwise, to any payment by the BUSINESS or out of or in respect of the property of the business, except after payment in full of all sums (including interest, costs, and expenses) which may be or become payable by the BUSINESS to the CITY at any time or from time to time pursuant to this Agreement or otherwise. ef ZP 4.8 Pursuant to Home and Commercial Loan Committee requirements, funds will not be dispersed until the completion of environmental clearance. ARTICLE V AUDIT 5.0 AUDIT: Intentionally deleted. ARTICLE VI RECORDS AND REPORTS 6.1 The BUSINESS shall establish and maintain sufficient records to enable the CITY to determine whether the BUSINESS has met the requirements of the CDBG Program. At a minimum, the following records shall be maintained by the BUSINESS: 6.1.1 Records providing a full description of each activity assisted (or being assisted) with CDBG Funds, including its location (if the activity has a geographical locus), the amount of CDBG Funds budgeted, obligated and expended for the activity, and the specific provision in 24 CFR Subpart C of the CDBG Program regulations under which the activity is eligible. 6.1.2 Records demonstrating that each activity undertaken meets one of the criteria set forth in 24 CFR 570.208 of the CDBG Program regulations. Where information on income by family size is required, the BUSINESS may substitute evidence establishing that the person assisted qualified under another program having income qualification criteria at least as restrictive as that used in the definitions of "low- and moderate -income person" and "low- and moderate -income household" as set forth in 24 CFR 570.3; or. the BUSINESS may substitute a copy of a verifiable certification from the assisted person that his or her family income does not exceed the applicable income limit established in accordance with 24 CFR 570.3; or. the BUSINESS may substitute a notice that the assisted person is a referral from any governmental agency that determines persons to be "low- and moderate -income persons" based upon HUD's criteria and agrees to maintain documentation supporting those determinations. Such records shall include the following information: (i) For each activity determined to benefit low- and moderate -income persons, the income limits applied and the point in time when the benefit was determined. 6.1.3 Equal Opportunity Records containing: (i) Data on the extent to which each racial and ethnic group and single - headed households (by gender of household head) have applied for, participated in, or benefited from, any program or activity funded in whole .or in part with CDBG Funds. Such information shall be used only as a basis for further investigation relating to compliance with any requirement to attain or maintain any particular statistical measure by race, ethnicity, or gender in covered programs. (ii) Documentation of actions undertaken to meet the requirements of 24 CFR 570.607(b) which implements Section 3 of the Housing and Urban Development Act of 1968, as amended (12 U.S.C. 1701U) relative to the hiring and training of low- and moderate -income persons and the use of local businesses. 6.1.4 Financial records, in accordance with the applicable requirements listed in 24 CFR 570.502. 6.1.5 Records required to be maintained in accordance with other applicable laws and regulations set forth in Subpart K of 24 CFR. R 6.2 RETENTION AND ACCESSIBILITY OF RECORDS: 6.2.1 The Department shall have the authority to review the BUSINESS'S records, including Project and prograrrunatic records and books of account, for a period of five (5) years from the expiration/termination of this Agreement (the "Retention Period"). All books of account and supporting documentation shall be kept by the BUSINESS at least until the expiration of the Retention Period. The BUSINESS shall maintain records sufficient to meet the requirements of 24 CFR 570. All records and reports required herein shall be retained and made accessible as provided thereunder. The BUSINESS further agrees to abide by Chapter 119, Florida Statutes, as the same may be amended from time to time, pertaining to public records. The BUSINESS shall ensure that the Agreement Records shall be at all times subject to and available for full access and review, inspection and audit by the CITY, federal personnel and any other personnel duly authorized by the CITY. 6.2.2 The BUSINESS shall include in all the Department approved subcontracts used to engage subcontractors to carry out any eligible substantive project or programmatic activities, as such activities are described in this Agreement and defined by the Department, each of the record -keeping and audit requirements detailed in this Agreement. The Department shall, in its sole discretion, determine when services are eligible substantive project and/or programmatic activities and subject to the audit and record -keeping requirements described in this Ageement 6.2.3 If the CITY or the BUSINESS has received or given notice of any kind indicating any threatened or pending litigation, claim or audit arising out of the activities pursuant to the project, the activities and/or the Work Program or under the terms of this Agreement, the Retention Period shall be extended until such time as the threatened or pending litigation, claim or audit is, in the sole and absolute discretion of the Department fully, completely and finally resolved. 6.2.4 The BUSINESS shall notify the Department in writing both during the pendency of this Agreement and after its expiration (termination as part of the final closeout procedure, of the address where all Agreement Records will be retained. 6.2.5 The BUSINESS shall obtain the prior written consent of the Depatment to the disposal of any Agreement Records within one (1) year after the expiration of the Retention Period, 6.3 PROVISION OF RECORDS: 63.1 At any time, upon request by the Department, the BUSINESS shall provide all Agreement Records to the Department. The requested Agreement Records shall become the property of the Department without restriction, reservation, or limitation on their use. The Department shall have unlimited rights to all books, articles, or other copyrightable materials developed in the performance of this Agreement. These rights include the right of royalty -free, nonexclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use the Work Prom -am for public purposes. 6.3.2 If the BUSINESS receives funds from, or is under regulatory control of other governmental agencies, and those agencies issue monitoring reports, regulatory examinations, or other similar reports, the BUSINESS shall provide a copy of each such report and any follow-up communications and reports to the Department immediately upon such issuance, unless such disclosure would be prohibited by any such issuing agency. 6.4 MONITORING: The BUSINESS shall permit the Department and other persons duly authorized by the Department to inspect all Agreement Records, facilities, goods, and activities of the BUSINESS which are in any way connected to the activities undertaken pursuant to the terms of this Agreement; and/or interview any clients, employees, subcontractors or assignees of the BUSINESS. Following such inspection or interviews, the Department will deliver to the BUSINESS a report of its findings. The BUSINESS will rectify all deficiencies cited by the Department within the specified period of time set forth in the report or provide the Department with a reasonable justification for not correcting the same. The Department will determine in its sole and absolute discretion whether or not the BUSINESS's justification is acceptable. At the request of the CITY, the BUSINESS shall transmit to the CITY written statements of the BUSINESS's official policies on specified issues relating to the BUSINESS's activities. The CITY will carry out monitoring and evaluation activities, including visits and observations by CITY staff; the BUSINESS shall ensure the cooperation of its employees and its Board members in such efforts. Any inconsistent, incomplete, or inadequate information either 10 received by the CITY or obtained through monitoring and evaluation by the CITY, shall constitute cause for the CITY to terminate this Agreement. 6.5 RELATED PARTIES: The BUSINESS shall report to the Department the naive, purpose for and any and all other relevant information in connection with any related -party transaction. The tenn "related - party transaction" includes, but is not limited to, a for -profit or nonprofit subsidiary or affiliate organization, an organization with an overlapping Board of Directors and an organization for which the BUSINESS is responsible for appointing memberships. The BUSINESS shall report this information to the Department upon forming the relationship, or if already formed, shall report such relationship prior to or simultaneously with the execution of this Agreement. Any supplemental information shall be promptly reported to the Department. ARTICLE VII OTHER CDBG PROGRAM REQUIREMENTS 7.1 The BUSINESS's shall maintain current documentation that its activities are CDBG eligible in accordance with 24 CFR Part 570.203(b). 7.2 The BUSINESS shall ensure and maintain documentation that conclusively demonstrates that each activity assisted in whole or in part with CDBG Funds is an activity which provides benefit to low and moderate -income persons. 7.3 The BUSINESS shall comply with all applicable provisions of 24 CFR Part 570 and shall carry out each activity in compliance with all applicable federal laws and regulations described therein. 7.4 The BUSINESS shall cooperate with the Department in informing the appropriate citizen participation structures, including the appropriate area committees, of the activities of the BUSINESS in adhering to the provisions of this Agreement. Representatives of the BUSINESS shall attend meetings of the appropriate committees and citizen participation structures upon the request of the citizen participation officers or the Departiiient. 7.5 The BUSINESS shall, to the greatest possible, give low -and -moderate -income residents of the service areas opportunities for training and employment. 7.6 The BUSINESS shall use the funds to for the creation or retention of jobs for low -to - moderate income individuals eligible under 570.208(a)(4). No other activities will be funded under this Agreement, unless Work Program is amended in writing by mutual agreement. 11 7.7 The BUSINESS shall carry out its Work Program in compliance with all Federal laws and regulations, described in Subpart K of the CDBG Program revelation (24 CFR 570.600- 612), which by this reference, is incorporated into and made a part of this Agreement. 7.8 The BUSINESS shall not assume the CUY's environmental responsibilities described in 24 CFR 570.604, of the CDBG Pro gain regulations, and the Cif Y's responsibility for initiating the review process under Executive Order 12372. 7.9 NON-DISCRIMIN?gTION: The BUSINESS shall not discriminate on the basis of race, color, national origin, sex, religion, age, marital or family status or handicap in connection with the activities and/or the Work Program or its performance under this Agreement. Furthermore, the BUSINESS agrees that no otherwise qualified individual shall, solely by reason of his/her race, sex, color, creed, national origin, age, marital status or handicap, be excluded from the participation in, be denied benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. 7.10 The BUSINESS and its subcontractors shall comply with the Davis -Bacon Act, the Lead - Based paint Poisoning Prevention Act, and any other applicable laws, ordinances and regulations. 7.11 The BUSINESS shall abide by the Federal Labor Standards provisions of U.S. HUD Form 4010 incorporated herein as part of this Agreement. 7.12 UNIFORM ADMINISTRATIVE REQUIREMENTS: The BUSINESS shall comply with the requirements and standards of OMB Circular No. A-122, "Cost Principles for Non - Profit Organizations" and with the applicable requirements of 24 CFR Part 84 (the revised OMB Circular No. A-110). 7.13 RELIGIOUS ORGANIZATIONS/CONSTITUTIONAL PROHIBITION: If the BUSINESS is or was created by a religious organization, the BUSINESS agrees that all CDBG Funds disbursed under this Agreement shall be subject to the conditions, restrictions, and limitations of 24 CFR Part 570.200(j). In accordance with the First Amendment of the United States Constitution, particularly regarding the relationship between church and State, as a general rule, CDBG assistance may not be used for religious activities or provided to primarily religious entities for any activities, including secular activities, as provided in 24 CFR Part 570.200(j), The BUSINESS shall comply with those requirements and prohibitions when entering into subcontracts. 7.14 REVERSION OF ASSETS: Upon expiration/termination of this Agreement, the BUSINESS must transfer to the CITY any CDBG Funds on hand at the time of expiration/termination and any accounts receivable attributable to the use of CDBG Funds. 7.15 ENFORCEMENT OF THIS AGREEMENT: Any violation of this Agreement that remains uncured thirty (30) days after the BUSINESS's receipt of notice from the CITY (by certified or registered mail) of such violation may, at the option of the CITY, be addressed by an action for damages or equitable relief, or any other remedy provided at law or in equity. In addition to the remedies of the CITY set forth. herein, if the BUSINESS materially fails to comply with the teens of this Agreement, the CITY may suspend or terminate this Agreement in accordance with 24 CFR Part 85.43, as set forth more fully below in Article IX of this Agreement. ARTICLE VIII REMEDIES. SUSPENSION, TERMINATION 8.1 REMEDIES FOR NONCOMPLIANCE: The CITY retains the right to terminate this Agreement at any time prior to the completion of the services required pursuant to this Agreement without penalty to the CITY. In that event, notice of termination of this Agreement shall be in writing to the BUSINESS, who shall be paid for those services performed prior to the date of its receipt to the notice of termination. In no case, however, shall the CITY pay the BUSINESS an amount in excess of the total sum provided by this Agreement. It is hereby understood by and between the CITY and the BUSINESS that any payment made in accordance with this Agreement to the BUSINESS shall be made only if the BUSINESS is not in default under the terns of this Agreement. If the BUSINESS is in default, the CITY shall not be obligated and shall not pay to the BUSINESS any sum whatsoever. If the BUSINESS materially fails to comply with any term of this Agreement, the CITY may take one or more of the following courses of action: 8.1.1 Temporarily withhold cash payments pending correction of the deficiency by the BUSINESS, or such more severe enforcement action as the CITY determines is necessary or appropriate. 8.1.2 Disallow (that is, deny both the use of funds and snatching credit) for all or part of the cost of the activity or action not in compliance. 8.1.3 Wholly or partly suspend or terminate the current CDBG Funds awarded to the BUSINESS. 8.1.4 Recapture all funds disbursed on under this agreement. 8.1.5 Withhold further CDBG giants and/or loans for the BUSINESS. 8.1.6 Take all such other remedies that may be legally available. Notwithstanding any other provision of this Agreement, if the BUSINESS materially fails to comply with any teen of this Agreement, the BUSINESS, at the sole discretion of the CITY, shall pay to the CITY an amount equal to the current market value of any real property, under the BUSINESS's control, acquired or improved in whole or in part with CDBG Funds (including CDBG Funds provided to the BUSINESS in the form of a loan and/or grant), less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the CITY. 8.2 SUSPENSION: 8.2.1 The Department may, for reasonable cause temporarily suspend the BUSINESS 's operations and authority to obligate funds under this Agreement or withhold payments to the BUSINESS pending necessary corrective action by the BUSINESS, or both. Reasonable cause shall be determined by the Department in its sole and absolute discretion, and may include: (i) Ineffective or improper use of the CDBG Funds by the BUSINESS; (ii) Failure by the BUSINESS to materially comply with any tern or provision of this Agreement; (iii) Failure by the BUSINESS to submit any documents required by this Agreement; or (iv) The BUSINESS's submittal of incorrect or incomplete documents. 8,2.2 The Department may at any time suspend the BUSINESS's authority to obligate funds, withhold payments, or both. 8.2.3 The actions described in paragraphs 9.2.1 and 9.2.2 above may be applied to all or any part of the activities funded by this Agreement. 8.2.4 The Department will notify the BUSINESS in writing of any action taken pursuant to this Article, by certified mail, return receipt requested, or by in person delivery with proof of delivery. The notification will include the reason(s) for such action, any conditions relating to the action taken, and the necessary corrective action(s). 8.3 TERMINATION: 8.3.1 Termination Because of Lack of Funds. In the event the CITY does not receive funds to finance this Agreement from its funding source, or in the event that the CITY's funding source de -obligates the funds allocated to fund this Agreement, the Department may terminate this Agreement upon not less than twenty-four (24) hours prior notice in writing to the BUSINESS. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. In the event that the CITY's funding source reduces the CITY's entitlement under the CDBG Ptomain, the CITY shall determine, in its sole and absolute discretion, the availability of funds for the BUSINESS pursuant to this Agreement. 8.3.2 Termination for Breach. The Depaituient may terminate this Agreement, in whole of in part, in the event the Department determines, in its sole and absolute discretion that the BUSINESS is not materially complying with any term or provision of this Agreement. The Department may terminate this Agreement, in whole or in part, in the event that the Department determines, in its sole and absolute discretion, that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the BUSINESS to the CITY, direct or contingent, whether now or hereafter due, existing, created or arising. 8,3.3 Unless the BUSINESS's breach is Waived by the Department in writing, the Department may, by written notice to the BUSINESS, terminate this Agreement upon not less than twenty-four (24) hours prior written notice. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. The provisions hereof are not intended to be, and shall not be, construed to limit the Department's right to legal or equitable remedies. ARTICLE LX MISCELLANEOUS PROVISIONS 9.1 INDEMNIFICATION: The BUSINESS shall pay and save the CITY harmless from and against any and all claims, liabilities, losses, and causes of action which may arise out of the BUSINESS's activities related to the Work Program or otherwise under this Agreement, • including all acts or omissions to act on the part of the BUSINESS and/or any persons acting for or on its behalf, and from and against any relevant orders, judgments, or decrees which may be entered against the CITY, and from and against all costs, attorney's fees, expenses, and liabilities incurred by the CITY in the defense or investigation of any such claims or other matters. 9.2 AMENDMENTS: No amendments to this Agreement shall be binding unless in writing and signed by both parties hereto. Budget modifications shall be approved by the Department in writing. 9.3 V OWNERSHIP OF DOCUMENTS: All documents developed by the BUSINESS under this Agreement shall be delivered to the CITY upon completion of the activities required pursuant to this Agreement and shall become the property of the CI1'Y, without restriction or limitation on their use if requested by the City. The BUSINESS agrees that all documents maintained and generated pursuant to thus Agreement shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. It is further understood by and between the parties that any document which is given by the CITY to the BUSINESS pursuant to this Agreement shall at all times remain the property of the CITY and shall not be used by the BUSINESS for any other purpose whatsoever without the prior written consent of the CITY. 9.4 AWARD OF AGREEMENT: The BUSINESS warrants that it has not employed or retained any person employed by the CITY to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person employed by the CITY any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. 9.5 NON-DELEGABILITY: The obligations undertaken by the BUSINESS pursuant to this Agreement shall not be delegated or assigned to any other person or firm, in whole or in part, without the CITY's prior written consent which may be granted or \vithheld in the CITY's sole discretion. The BUSINESS may not pledge, transfer, hypothecate, encumber or dispose of any asset purchased, in whole or in part, with funds from the CITY, without the written approval of the CITY. 9.6 CONSTRUCTION OF AGREEMENT: This Agreement shall be construed and enforced according to the laws of the State of Florida. 9.7 CONFLICT OF INTEREST: 9.7.1 The BUSINESS covenants that no person under its employ who presently exercises any functions or responsibilities in connection with CDBG Program 16 funded activities has any personal financial interest, direct or indirect, in this Agreement. The BUSINESS further covenants, that in the performance of this Agreement, no person having such a conflicting interest shall be employed. Any such interest on the part of the BUSINESS or its employees must be disclosed in writing to the CITY. 9.7.2 The BUSINESS is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), Dade County, Florida (Dade County Code Section 2-11-1.) and the State of Florida (Chapter 112, Florida Statutes), and agrees that it shall comply in all respects with the terms of the same. 9.7.3 Procurement. The BUSINESS shall comply with the standards contained within 24 CFR PART 84. 9.7.4 In all other cases, the BUSINESS shall comply with the standards contained within 24 CFR 570.611 9.8 NO OBLIGATION TO RENEW: Upon expiration of the term of this Agreement, the BUSINESS agrees and understands that the CITY has no obligation to renew this Agzeement. 9.9 ENTIRE AGREEMENT: This instrument and its attaclunents constitute the only Agreement of the parties hereto relating to the CDBG Funds and sets forth the rights, duties, and obligations of each of the parties hereto to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 9.10 GENERAL CONDITIONS: 9.10.1 All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by in person delivery or by registered mail addressed to the other party at the address indicated herein or as the same may be changed from time to time, upon notice in writing. Such notice shall be deemed given on the day on which personally served, or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. 1 '7 CITY OF MIAMI Department of Community and Economic Development City of Miami 444 Southwest 2nd Avenue, 2nd Floor Miami, Florida 33130 Attn: George IvIensah, Director BUSINESS Wynwood Brewing Company, LLC 565 NW 24th Street Miami, Florida 33127 Attn: Luis G. Brignoni, President 9.10.2 Title and paragraph headings are for convenient reference and are not a part of this Aueement. 9.103 In the event of conflict between the teens of thus Agreement and any terms or conditions contained in any attached documents, the terms in thus Agreement shall control. 9.10.4 No waiver of breach of any provision of thus 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. 9.10.E Should any provision, paragraph, sentence, word or phrase contained in thus Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed severed, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. 9.11 INDEPENDENT CONTRACTOR: The BUSINESS and its employees and agents shall be deemed to be independent contractors and not agents or employees of the C11 Y, and shall not attain any rights or benefits under the Civil Service or Pension Ordinances of the CITY or any rights generally afforded classified or unclassified employees; further, they shall not be deemed entitled to the Florida Worker's Compensation benefits as employees of the CITY. 1R 9.12 SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 9.13 BUSINESS CERTIFICATION: The BUSINESS certifies that it possesses the legal authority to enter into this Agreement pursuant to authority that has been duly adopted or passed as an official act of the BUSINESS's governing body, authorizing the execution of the Agreement, including all understandings and assurances contained herein, and directing and authorizing the person identified as the official representative of the BUSINESS to act in connection with this Agreement and to provide such information as may be required. [Signature Page Follows] IN WITNESS WHEREOF, the parties hereto have caused thus instrument to be executed by their respective officials thereunto duly authorized on the date above written. ATTEST: By: 2� � Name: F Z'b t... 6 Title: l� S CORPORATE SEAL ATTEST: By: Todd B. Hannon City Clerk APPROVED. AS TA INSURANCE REpUIREMENTS: By: 1 By: / Cali iE lid Julie O. B -u \n Rise City Attorney 1 Date: BUSINESS Wynwood Brewing Company, LLC 565 NW 24th Street Miami, Florida 33127 a Florida limited liability company By: l Luis C. Brignoni, ! •under CITY: CITY OF MIAMI, a municipal Corporation of the State of Florida By: Johnny Martinez City Manager APPROVED AS TO FORM AND CORRECTNESS: Date: C:ommun Development Date CERTIFICATE OF AUTHORITY Wynwood Brewing Company, LLC Exhibit A STATE OF FLORIDA COUNTY OF MIAMI-DADE I HEREBY CERTIFY that a meeting of the Board of Directors of the Wynwood Brewing Company, LLC a Florida limited liability corporation existing under the laws of the State of Florida, held on /io,: of 2013, the following resolution was duly passed and adopted. "RESOLVED, THAT Luis G. Brignoni, Founder and/or Luis C. Brignoni, Co -Founder, be and is hereby authorized to execute the Economic Development Loan Agreement for Job Creation activities funded by City of Miami Resolution R-13-0195 held on May 5, 2013, on behalf of this limited liability corporation, to with the Corporate Seal affixed, shall be the official act and deed of this Corporation." I further certify that said resolution is now in full force and effect. Luis C. Brignoni, Coun e IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the corporation this VI ot, day of 22, 20 I2 . ATTEST: By: Witness Signature CITY OF MIAMI, a municipal Corporation of the State of Florida Date Print Name: N o;,'rlt kit RD d r tAe z 565 NW 2471-1 ST. Ni1 J I, FL 33127 July 30, 2013 City of Miami Office of the City Attorney 414 S.W. 2nd Avenue, Suite 945 Miami, FL 33130 RE: City Loan and Officers of the Company \Vynwood Brewing Company has two officers, Luis G. Brignoni, President and Managing member, and Luis C. Brignoni, VicePresident and Co -Founder of the Company. Sincerely, Luis C Brignoni Luls G ilrrall o��' Vice-Presie_ntlCa- Founder President/Managing Member Wyn���oed Brea;ping Company Wy�l��,�ood Brewing Company Detail by Entity Name Page 1 of 2 Home Contact Us E-Filing Services Document Searches Forms Help No Events No Name History Entity Name Search Search Return to Search Results Detail by Entity Name Florida Limited Liability Company WYNWOOD BREWING COMPANY LLC Filing Information Document Number L11000018769 FEl/EIN Number 275016453 Date Filed 02/14/2011 State or Country FL Status ACTIVE Principal Address 565 NW 24TH ST, MIAMI, FL 33127 Changed: 02/22/2013 Mailing Address P. O. BOX 370456 MIAMI, FL 33137-0456 Changed: 04/12/2013 Registered Agent Name & Address BRIGNONI, LUIS G 173 NW 36TH ST UNIT 1 MIAMI, FL 33127 Name Changed: 03/30/2012 Address Changed: 03/30/2012 Manager/Member Detail Name & Address Title MGR BRIGNONI, LUIS G 173 NW 36TH ST, UNIT 1 MIAMI, FL 33127 Annual Reports ReportYear Filed Date 2012 03/30/2012 2013 04/11/2013 Document Images 04/11/2013 -- ANNUAL REPORT Detail by Entity Name Page 2 of 2 03/3012012 — ANNUAL REPORT 02/1412011 -- Florida Limited Liability No Events No Name History Return to Search Results View image in PDF format View image in PDF format View image in PDF format 1 c:21.r..1ViLUIS 1 12.25:1AgaggaLtZgliggY... ! I 1.2.11grg 1 1 k"-‘• stat, C,F Sti3ze Entity Name Search Search City of Miami Master Report Enactment Number: R-13-0195 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 13-00463 Version: 2 File Name: Allocation CDBG Funds - Wynwood Brewing Co. LLC Requester: Department of Community and Cost: Economic Development File Type: Resolution Status: Passed Reference: Controlling Body: Office of the City Clerk Introduced: 4/5/2013 Final Action: 5/23/2013 Title: Sponsors: Notes: A RESOLUTION OF THE MIAMI CITY COMMISSION AUTHORIZING THE ALLOCATION OF COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS ("CDBG") IN THE AMOUNT OF $420,000, FROM THE DEPARTMENT OF COMMUNITY AND ECONOMIC DEVELOPMENT CDBG RESERVE ACCOUNT TO WYNWOOD BREWING COMPANY LLC, FOR JOB CREATION; AUTHORIZING THE CITY MANAGER TO EXECUTE ALL NECESSARY DOCUMENTS, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, FOR SAID PURPOSE. Indexes: Attachments: 13-00463 Summary Fonmpdf,13-00463 Notice to the Public.pdf,13-00463 Letter - Wynwood Brewing Company LLC.pdf,13-00463 WBC Equipment (05-23-13).pdf,13-00463 Memo - Economic Development Loan (05/09/13).pdf,13-00463 Pre-Legislation.pdf,13-00463 Legislation (Version 2).pdf,13-00463 Legislation (05/09/13).pdf, History of Legislative File Version: Acting Body: Date: Action: Sent To: Due Date: Return Date: Result: Office of the City 4/25/2013 Reviewed and Attorney Approved City Commission 5/9/2013 Office of the City 5/13/2013 Attorney Action Note: 2 City Commission 2 Office of the Mayor 2 DEFERRED Reviewed and Approved MODIFICATIONS MADE TO RESOLUTION AND BACK UP DOCUMENTS 5/23/2013 ADOPTED 5/31/2013 Signed by the Mayor Office of the City Clerk Office of the City Clerk 6/4/2013 Signed and Attested by City Clerk Pass Pass City of Miami Page 1 Printed on 7/31/2013 City of Miami Legislation Resolution: R-13-0195 City Hall 35DD Pan American Drive Miami, FL 33133 vvww.miamigov.com File Number: 13-00463 Final Action Date: 5/23/2013 A RESOLUTION OF THE MIAMI CITY COMMISSION AUTHORIZING THE ALLOCATION OF COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS ("CDBG") IN THE AMOUNT OF $420,000, FROM THE DEPARTMENT OF COMMUNITY AND ECONOMIC DEVELOPMENT CDBG RESERVE ACCOUNT TO WYNWOOD BREWING COMPANY LLC, FOR JOB CREATION; AUTHORIZING THE CITY MANAGER TO EXECUTE ALL NECESSARY DOCUMENTS, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, FOR SAID PURPOSE. WHEREAS, pursuant to Resolution No. 09-0298, adopted June 18, 2009, the Miami City Commission approved the Economic Development Loan Fund Pilot Program Policies which provides businesses with financial assistance to support the retention and creation of jobs for low to moderate income City of Miami ("City") residents; and WHEREAS, pursuant to Resolution No. 13-0172, adopted May 9,.2013, the Miami City Commission approved the de -obligation and close-out of certain Community Development Block Grant ("CDBG") activities and allocated an amount of $948,780,64 to the Department of Community and Economic Development CDBG Reserve Account; and WHEREAS, Wynwood Brewing Company ("WBC"), a production brewing company in the heart of the WynwoodArt District in Miarni, Florida, is a family owned and operated business with the simple objective of bringing fresh, delicious, and creative beers to South Floridians and tourists alike; and WHEREAS, WBC will be the first craft beer manufacturer (Micro -Brewery) in the City catering to local consumers and declaring itself as the "Miami Beer", with local support and establishing strong relationships with distributors and local retailers to become a strong, well recognized beer brand within the South Florida area; and WHEREAS, WBC has secured bank financing for the business but because of additional requirements and the need to provide a taproom to serve directly to residents and tourists, is in urgent need of assistance in purchasing final equipment needed to be fully operational; and WHEREAS, WBC will be required to create twelve (12) new jobs, of which more than 51% will go to low and moderate income residents; and WHEREAS, the City Administration recommends the allocation of CDBG funds in the amount of $420,000 from the City's Department of Community and Economic Development CDBG Reserve Account to WBC for economic development activities, specifically job creation; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as fully set forth in this Section. City of Miami Page I of 2 File Id: I3-00463 (Version: 2) Printed On: 5/28/2013 File Number: 13-00463 Enactment Number: R-13-0195 Section 2. The allocation of CDBG funds, in the amount of $420,000, from the City's Department of Community and Economic Development Reserve Account to VVBC for job creation, is authorized. Section 3. The City Manager is authorized(1) to execute all necessary documents, in a form acceptable to the City Attorney, for said purpose. Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.{2} Footnotes: {1} The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and 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. City of Mianu Page 2 of 2 File Id: 13-00463 (Version: 2) Printed On: 5/28/2013 CITY. OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM "o : Members of the Housing and Commercial Loan Commi nee FRorr4 : arp oi Com. and Econ. Dev. DATE: SUBJECT REFERENCES : END GSURES: April 19th, 2013 Wynv,good Brewing Company Economic Development Loan FILE : BORROWER Wynwood Brewing Company, LLC is a start-up brewery in Wynwood with Mr. Luis G. Brignoni rs=d Mr. Luis C. Brignoni, a father and son tear as majority members. been Brignomi holds a Bachelor Degree in Business Administration buthis passion l in3craftbeer. In the past five ears, he has used his interest in bre i g in various making- y.. capacities to understand all aspects of the brewing industry from procurement of raw materials and dealing with suppliers to understanding the behavior of different yeast strains necessary for a successful micro -brewery. Mr. C. Brignoni is a retired senior executive in the pharmaceutical industry. He is experienced in all aspects of sales and marketing, including staff allocation, public relations, working with distributers and new market penetration. The Brignoni's will be joined in management of the brewery by an experienced Master Brewer, Dr.. James"Jini'K. Patton. Dr. Patton has successfully designed and operated a micro-breweryin Louisiana which started from 1000 barrels a year operations to 20,000 barrels a year. BACKGROUND On June 18 , 2009, the Miami City Commission by resolution number 09-0302 approved the Economic Development Loan Program. policy which provides nanCi1persons. to businesses for the creation or retention of jobs to low and moe BORROWERS REEST: Whereas the borrowers continue to prepare for the opening of the brewery, unforeseen rehabilitation expenses to the main factory has meant that the public tasting part of the operation cannot be constructed without additional capital for equipment and infras -uc1 iral upriates required by the Co,mr+ty's Water and Sewer department. The borrowers are therefore requesting a grant of $420,000 to purchase equipment necessary for the public events which are important for marketing purposes and critical for the brewery to meet its projected growth. FINANCIAL ANALYSIS To assist in making a decision, the business provided a business plan and projected financials for the next three years. Market: A review of the business plan and industry information shows that Wynwood in Miami is a prime location for the business based on the demographics of the area <nd the type of businesses in the area. In addition, the micro -brewery industry as a whole has seen a tremendous growth in the last few years domestically and in the export market According to the Brewers Association, the American craft beer industry set a new record for exports in 2012 based on results from a recently completed industry survey. The Association reported that craft beer export volume increased by 72% compared to 2011, with a value estimated at $ 4 9.1 million. Financial: A review of the financial plan shows that the direct cost of the beer is more than approximately 16%. This is above the indusuy average of 10%. This could be due to perhaps the lower projected revenue per pint or an usually high cost of materi-ls. Nevertheless, it means that there is a potential to earn more revenue by reducing the cost to industry average. Based on the breakeven analysis (attached), the business should become profitable in year two. DEPARTMENTAL RECOMMENDATION The Department of Community and Economic Development has reviewed the financials of the business, the use of the requested loan and the possibility of creating the required number ofyobs as required by regulations and recommends the Housing and Commercial Loan Committee recommends the approval of the amount of $420,000 .in CDBG funds subject to the following conditions and terms: 1. Funds to be used only for the purchase of equipment and furnishings. 2. No funds will disbursed until the completion of environmental clearance 3. 12 Jobs must be created/ according to the following schedule: a. 3 jobs within 6 months of the loan closing and complete disbursement of the loan. b. Additional 3 jobs within one year from the complete disbursement of the loan. c. All 12 jobs to be created within. 2 years of the complete disbursement of the loan. 4. The loan will be at zero percent (0%) for a term of 5 years with quarterl payments beginning 24 months from loan closing. ro-o itwr" 5. Officers and Directors of the Applicant shall sign Unlimited Guaranties. 6. Commercial Insurance Policies nr,rning the City of Miami as loss payee in an amount acceptable to the City of Miami Risk Department, All policies sb�11 provide the City with mandatory 30 days written notices in cases of cancellation or material change. 7. Requires a collateral position of any and all real property or equipment pledge as security for the loan. 8. Loans for equipment will require UCC-1 filings. 9. Once the loan is closed, recipient may not pledge, transfer, hypothecate, encumbrance or dispose of any asset purchased; in whole or in part; from the City of Miami, withoutthe -written approval from the City of Miami. 10. The City of Miami may impose late fees if the business does not pay on a timely mpan arr. 11. If a business does not meet its minimum employment requirements, t en the City shall call the loam payable within 30 days. Bousina and Commercial Loan Committee Decision: Approved as Recommended by Staff To Include Additional Conditions or Restrictions Disapproved To Include Further Action Specify any further action, conditions or restrictions: • Yesl._ Yes Yes Yes No { i NIA Not IN/A. No 1 1N/A ❑ Not III/AI 1 I1 J Chairperson or Representative Attachments: 1. Loan Application ?. 3 year Financial Statements 3. Resume of Key Management 4. Wells Fargo Commitment (unsigned) 5. Industry Cost Analysis 6. Beer Awards at Miami Spring! Festival II 1-3 Stamp Date HOUSING LOAN COMMITTEE AFR 19 ` `l3 APPROVED • EXHIBIT B WORK PROGRAM ECONOMIC DEVELOPMENT LOAN JOB CREATION 1, BUSINESS receiving assistance must be located in the City of Miami and within the district from which the BUSINESS was funded, 2. BUSINESS Owner understands that the National Objective for this program is Job Creation/Retention for low to moderate income individuals. 3. At least 51 % of all jobs (positions) created must be made available to low or moderate income persons, as defined by HUD under Section 8 of the Housing Act of 1937. 4. BUSINESS Owner must create at least twelve (12) full-time equivalent ("FTE") permanent jobs (positions) and make them available to Low- and Moderate -Income individuals for the S420,000.00 loaned. Jobs (positions) created must not require special skills that can only be acquired with substantial (one year or more) training or work experience, nor education beyond high school, unless BUSINESS Owner agrees to hire unqualified individuals and train them. 5. Three (3) jobs must be created within six (6), riths of the final disbursement of funds; an additional three (3) jobs must be crested within twelve (12) months of the final disbursement of funds; all twelve ,(„1-2j jobs must be created within 2 years of the complete disbursement of the loan. 6. BUSINESS has identified the jobs expected to be created and/or maintained by job title as a result of this loan. The listing of these jobs is shown on Table Al. The BUSINESS also agrees to provide to the CITY a list of current employees, family size, annual family income, job title and if employed in a full-time/part time basis, as applicable. This information is listed on Table A2. 7. Upon creation/retention of the jobs, BUSINESS Owner agrees to provide information on the jobs created/retained as a result of the CITY Loan. The BUSINESS shall provide a list of current employees, family size, annual family income, job title and if employed in a full-time/part time basis, as needed. The information shall be listed on Table A2. 8. BUSINESS shall provide the CITY will all such other information as is required for compliance with the requirements of the CDBG Program. 9, BUSINESS Owner must maintain current all valid and applicable City of Miami and Miami -Dade County business licenses (Business Tax Receipt and Certificate of Use) and any other professional licenses. BUSINESS Owner must provide copies of all these licenses to the City as needed. 10. The work performed under this Work Program shall be subject to inspection and approval by the City. 11. BUSINESS Owner must maintain files containing supporting documentation to ensure compliance with all tenns and conditions of this Agreement. 05121/13 Date STATE OF FLORIDA COUNTY OF tiCkami —Dot 4-c, The foregoing instrument was acknowledged before me this 24t day of 14 cksi 2013 by LAMS .'fir\ 0,1n cv\ 1 , as President of Wynwood Brewing Company, LLC, a Florida limited liability company, on behalf of the company. He is personally known to me or has produced as identification. Printotary Public's Name Signature (SEAL) +cos''R : f!'"(/, HAYLET CHRISTINE RODR43UEZ • * MY COMMISSION € EE 869351 EXPIRES: March 8, 2017 '4it p " BonclodThu Bute Notary Se ekes %. l TABLE Al - PROJECTED JOB CREATION/RETENTION CITY OF MIAMI DEPARTMENT OF COMMUNITY DEVELOPMENT EMPLOYMENT VERIFICATION COMPLIANCE FORM FOR JOB CREAT[ON/RETENT[ON GOALS Job Title (Detail "UM" Jobs) # of Positions Projected Hiring Date # of Positions Part Time (PT) or Full Time (FT) Hourly Pay Rate PA-CMas-!e 1 t" \ 410.83 tarke,fk-\r\ei 3 T Ei .42 TeAAck •er 1 P t 4.1 1 -TeTroarn M r• 1 ! 414•y2- (�.,0 ir ve,ir st)V1 1 T t cl • 0 0 er,tAvi1Nt 1 P to .Do OTHER PROFESSIONAL STAFF OTHER CLERICAL STAFF GRAND TOTAL I certify that the information contained in this form is true and accurate. \NrW,004., jC3r-ov,C1113 Gompothy, • Certified B Q oi-L° t� gnature) (Title) r)/2-1/13 (Date) Business Name: UnS 31 iQ VID O. 4 (E'rinted lame) Only For Job Retention (complete if applicable) I (We) certify that jobs will be lost if CDBG assistance is not received and that these jobs are held by low/moderate income persons. Certified By: (Signature) (Title) (Printed Name) (Date) TABLE A2 — LIST OF CURRENT EMPLOYEES CITY OF MIAMI DEPARTMENT OF COMMUNITY AND ECONOMIC DEVELOPMENT EMPLOYMENT VERIFICATION COMPLIANCE FORM FOR JOB CREATION/RETENTION GOALS I certify that the information contained in this form is true and accurate. NAME OF CURRENT EMPLOYEE** Mar'rifl Stti'.te r FAMILY SIZE 2 ANNUAL FAMILY INCOME 3a,oOD ADDRES S IF EMPLOY EE LIVES IN A CENSUS TRACT > 70 % L/M JOB TITLE grogg stcr REGULA R NO. OF WORK HOURS/ WEEK (FT/PT) r t 1 Business Name: Certified B r MI VI WOO 4 5 feAki; j r M y, 1-1-6 L is G-}. 5 hov\ (Printed Name) (Title) 09/2c/L� (Date) EX€IIBIT C BUDGET SUMMARY ECONOMIC DEVELOPMENT LOAN FUND PROGRAM JOB CREATION/RETENTION A. The City shall pay on behalf of the BUSINESS, a maximum of $ 420,000.00 pursuant to this Loan Agreement. B. BUSINESS Owner understands that all payments shall be in compliance with the approved loan line -item (Itemized) budget attached hereto and for the approved BUSINESS. Payments that are not directly related to the BUSINESS operation or that are not approved by the CITY will not be allowed. C. BUSINESS Owner understands the City can either make direct payments to the vendors on behalf of your business or reimburse the business for an eligible expenditure (equipment and/or furnishings) made with a business credit card or paid by company check. If you choose to select the reimbursement option, we will need an original paid invoice and a copy of the credit card statement with the transaction clearly marked OR a copy of the cleared check used for the purchase. All documentation in support of each request shall be subject to review and approval by the CITY at the time the request is made. D. BUSINESS Owner understands that expenses have to be allowable, necessary, and reasonable for the approved BUSINESS. Expenditures not permitted, include but are not limited to, the following items: a. Salaries b. Rent c. Vehicle Purchases/Leases d. Alcohol purchases e. Outstanding Debts f. Late Fees g. Credit Card Payments (city will reimburse the business for the eligible expenditure as stated in letter (C)). h. Vehicle Repairs E. The BUSINESS must submit the final request for payment to the CITY by the expiration date or termination date of this Agreement in a form provided by the Department. The BUSINESS shall forfeit all rights to payment and the CITY shall not honor any request submitted thereafter. F. Any payment due under this Agreement may be withheld pending the receipt and approval by the CITY of all reports, certificates and licenses due from BUSINESS and/or BUSINESS Owner as part of this Agreement and any modifications thereto. ent Wynwood Brewing Company, LLC %/2q/ 13 Date Business: Period Funding Source City of Miami Department of Community Development Budget Narrative by Line Item Wynwood Brewing Company CDBG Budget Form I Item Brief Description of Items Amount K Kegs $ 100,000.00 $ 125,000.00 C Cellar Equipment L Lab Equipment $ 15,682.50 M Mobile Pump $ 2,550.00 Y Yeast Tank $ 5,500.00 K Keg Filler and Parts $ 13,000,00 $ 28,000.00 G Growler Filler P Pallet Jack $ 400.00 C Canning Line $ 90,000.00 W Walk -In Cooler $ 6,367.50 W Water Filter $ 1,500.00 B Barrels $ 15,000.00 P POS System $ 1,500.00 $ 10,000.00 C CIP B Barrel Filler $ 1,000.00 $ 2,500.00 $ 2,000.00 H HLT/CLT Pumps D Dixie Dry Flow Hopper Total $ 420,000.00 EXHIBIT D INSURANCE REQUIREMENTS FOR ECONOMIC DEVELOPMENT LOAN PROGRAM I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami included as an additional insured Premises & Operations Liability Contingent and Contractual Liability Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto, Owned Autos, Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 300,000 B. Endorsements Required City of Miami included 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 lirnit IV. Crime Coverage A. Limits of Liability $ 100,000 Employee Dishonesty/Forgery and Alteration City of Miami included as loss payee V. Property Coverage (If Applicable) If applicable, the recipient shall maintain in full force and effect throughout the tens. of this agreement business personal property, including business income and extra expense coverage insured on a special form causes of loss basis including theft, windstorm and hail coverage, and flood, if applicable. The property certificate should further reflect replacement cost valuation, and should list the City of Miami as loss payee. The above policies shall provide the City of Miami with written notice of cancellation or material changes 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 for certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. A EVIDLoiCE OF PROPERTY INStii,ANCE THIS EVIDENCE OF PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDETIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE .AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE ADDITIONAL INTEREST. AGENCY P}iONE ( 1ST PREFERRED INSURANCE LLC 2748 E Cox mercia3 Blvd Fort Lauderdale, FL 33308 54)485-8000 A ,Na): (954)776-9SC6 1tom 1-ss: billy[1stpreferredir s,com CODE: SUE CODE: AGENCY CLISTOMERID i`: NSURED COMPANY Century Surety Co. DATEIMMIDD(YYYYt 7/15/2013 Wynwood Brewing Company Wynw*o©d Brewing Company, LLC. 565 %W 24th Street Miami, FL 33127 LOAN NUM ER POLICY NUMEER • CCP-833225 EFFECTIVE DATE EXPIRATION DATE 7/12/2013- 17/12/2014 THIS REPLACES PRIOR EVIDENCE FATED: CONTINUED UNTIL TEP.MINATED IF CHECKED PROPERTY INFORMATION . Lack-naN 13Es^vR1PTiOH Insured is a brewery, retail & wholesale (no food), located at 565 NW 24th Street,Mia t.i, FL 33127 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 MY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 1S SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. COVERAGE 1 PERMS i FORMS AMOUNT OF INSURANCE. DEDUCTIBLE Building Amount - ' (hull) 1,000 Contents Amount -Special -Replacement Cost 250,000 1,000 Earnings Amount 40,000 72 hrs Equipment Breakdown 290,000 1,000 Tenants Improvements and Betterments -Special -Replacement Cost 250,000 1,000 LiT* i te.d Property Extensions / Included (null) 5\ "-- . 1 ill REMARKS (Including Special Conditions) Citizens Property Insurance applied. for 7/12/2013 fox Cntents in the sum of 500,000 Certificate Holder is Additional Insured & Loss Payee CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADDITIONAL INTEREST P.ARE AND ADDRESS City of Miami 444 S.W. 2nd Ave. Miami, FL 33130 MORTGAGEE X LOSS PAYEE Ix ADDITIONAL INSURED LOANO AUTHORIZED REPRESEN. ACORD27 (2009112). . C 1993-2009 ACORD CORPORATION. .Ali rights reserved. The ACORD name and logo are registered marks of ACORD CERTIFICATION REGARDING LOBBYING Certification for Contracts. Grants. Loans. and Cooperative Agreements The undersigned certifies to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid, or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Foinu-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) This undersigned shall require that the language of this certification be included in the award documents for "All sub -awards at all tiers (including subcontracts, sub -grants, and contracts under grants, loans, and cooperative agreements) and that all sub -recipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a pre -requisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than S 100,000 for each such failure. \ r Vvooc c3reA + iv\\ God?om ► f LLG S RECIPIENT PRINT NAME OF CER'I YING OFFICIAL D5? 9/ 13 DATE * Note: In these instances, "All" in the Final Rule is expected to be clarified to show that it applies to covered contract/grant transactions over $100,000 (per QMB). DEPARTMENT OF RISK MANAGEMENT INSURANCE/SAFETY APPROVAL FORM ps„....3 k 3 (Name Monica Bosano `Department CD Review Status Commercial General Liability Century Surety Hired and Non Owned Autos Letter in File Workers Comp: Letter in File Owned Autos Letter in File Liquor Liability Mount Vernon Building and BPP Century Surety Windstorm Citizens Medical Excess Crime Coverage /' Pollution: / ,-7 Description Wynwood Brewing Company Tracking # Date: 7/17/2013 Financial Ratings Strength REQUIREMENTS: A A A nsurance NOT Required ity of Miami is Named Additional Insured [1TehCity is providing insurance City of Miami is Loss Payee [aYfront Park Named Additional Insured APPROVAL Sj A S APPRpv xx Frank Gomez Property and Casualty Manager Not Approved Coverage is insufficient nA Type of Coverage is Missing Not A Rated Company Other The City NOT Named Additional Insured Insurance/Safety Comments: Grant Agreement between the City and Wynwood Brewing Company with funding in the amount of $420,000. Letter with respect to umbrella liability in file. Risk 002 7/17/2013 1:20 PM AC�RD CERTIFICATE OF LIABILITY INSURANCE TH,t; CFTlFlCk1ti I. issuED AS . M.A.TEEN. 01, INFORM Al•PC,314 ONLY AND Ot3NEERS w13 RIOHTS THO CER iu.AT. TH113 UAW IOATE DDIS MOT AITINPAT1VELY ON NEGATIVELY ANTJ4D, EMMA) OP, ALI IEFi: THE COVEN Mg', :AFFORDED t1M THE VOL K'EIIRS 6E1. OWL TIPS Cr NT:FPI:ATE 4331 rNSLIPEA.NICIt tiE1 N,111 CON.STITLITE A Ctifft RAS:7 EIVEEIVEEN THE ISSUING INSURE:ENS', A,LIT-icIRITIO REPRESE1TAT,73.1. Eark PRODOCER, AD THE: CIERETAFICATE. E•13(XDER. Ett.P33RT44:11: riv tEt•tiritats halo 114StfrkEt1, tha patcyEEE394 trAr*,1 317,a r..--.ELEBROGATICITN •WAIVOI-o. satilatt tt tar; and rEoniNt.ftEn iha Certe7 ralicioli. may rdi ndTs4FtmIii. ti*rn*ii i ihiceriliiviE0 dors nal (31.5111131. ri•glits to 1.11t cr[iI3;•ti! koklar111 Mao or &Lick andarsarnat0.4!.,.... 1 1ST PREFZRRED INSI1RAgCS LLC , 274S Comnerci7, Blvd t 1,atader.dale F'L 33308 V26/2013 Wynwocd Brewing Cornpz-tny Wynwood Brewinq c-ompany, LLC. 565 TM 24th Street mdami, FL 33127 !•EA„mir . ky- OSA) ),1,r,i,olliy5lstpieferredins.com 01-1.1,i4:•:,1;r:04.;p4rg A t a in Spec Ins Ca. 769t36"- COVE.FE..,33•3'cERE1,1r-32:4,1361 RET.'3•ISP-E.‘,EIN Nk.,,31.1,FEEIR 19117 33 17/.2- Or LNLi 1 SS1,31 Tr..r 4zEER 3,1i iNtE31,..'..A.1E3 IN (.11 3,.4,91 TI 141' 1314 C Y 133 t03; AI Y CCE NT C 1 31 C311-if,:fi iM_t 3 1 FIE GT 113 'NI 171-3 Ir., Cr:r.g114 E I E 1.7.34. NA Y '?E•R1 AIN IIlL N SE..ERA A.,F FE.DRr-jr PY ; tr iU2l33I ...IFNI:. it,1 II; I E fr3.IF•CI T 3 AI I tit 'r I.XCLLESIC.IN'E, AND ELC11,11-2i:'I(INEE3.3"3.1 1;1C73-3 t41Y SEE ,.. q FiIrDI•E'Ci 3 1:::',. nA.O.C:.,s,1.1,E..; 334?Ekt, 13,43- TTT/II71- 33,.' - frT"---I373-7-. r:.•32. ' ---- ' ..--„. --- • •33,„ .,.; -E,:I.E.•••.3-•:-..E-E, ,g,A3--: "..;3r.';',.s 1 t. i ,,,,,,:i .,:i" i,, K ta 9 ,,,mo- , f ;.:11.::r • • -^ 1) 3..;•1; ,kivr.,1,3aP..C'erill, ;..! TY ..x 1..T2t IA'. l'Ir;3, or f_.11: E.A 3E:s1 E. OVO 000 • -MITRE. Zir milTEEE7-7- 3t;. it• xciuded. MED f ;6, ,y,.,„.f:L^ 2: EX ltICIC-'d. C• TP —146216 iT,7,:3,q5 • ,r.",17--; 440.7377.77.73, Wynwood Brewln9 Company,LLC. - located at 565 NW 24th Street, Mi,aml, Certificato 11Q1del- is named as additional inured on above policy FL 33127 City of Mlami 444 SW 2nd Ave-. 2nd -Floor Miami, FL 3313o CA.13,1•CELLA.) ictrA ThE..AtsavE tqz$CRIKiED PO.4.1O33E.S 3* 3;,A7.-ETEAIEE 144 3*Pit-14T-4314 Z),••71, 114131ECTF Nr.)133* 13Er 13[1:,,TE3;E13 ACC,101--:E93*E(II. '0511 THE Poi icw PRoo..5clus /11 tri Zi / 1 988 • 20 1 0 Ar CIE 14. O. CORP ORA I (`)..r..! All E,41•1114ik,E,J AC,:0P.17)25 120 1 C.riTEE.-'3, T h ACO3;1.1 -10.•11e 34"3-1 alr,E 3€33-1s3e3ed 171E3rrk..i,ACCI1.D NOOD 565iW 24'vr. Eri FL 33127 Frank Gomez, PIAM, CPU Property & Casualty Manager Risk Management City of Miami Re: Wynwood :Brewing Company Insur This is to inform the City of Miami Risk Management department of all the insurance requirements in regards to Wynwood Brewing Company (WBco). As of today, WBco only has one (1) employee, the Brewmaster, under payroll. The company does not have Worker's Compensation at the moment but will do so when the threshold of 4 employees is achieved. Currently, WBco is doing its due diligence speaking with Paychex Inc. to discuss Worker's Compensation insurance, among other benefits. Furthermore, WBco does not have any Owned or Non -owned auto exposure. All WBco products will be picked up and delivered by a licensed distributor to comply with the three-tier laws of the State of Florida. In addition, WBco.: will not be serving alcohol in the retail portion at this time as we do not have a COP or Consumption on Premise alcohol license. At the point that the brewery is fulling operational with the "Tasting Room", it will comply and execute an umbrella .policy with the suggestions from the City of Miami.. Should you have any questions or comments please feel free to contact us anytime. Kind regards, Luis President Wynwood Brewing Co. 565 NW 24th St, Miami, FL 33127 (305) 434-0323 June 25, 2013 To Whom It May Concern. This is to certify that Wynwood Brewing Company does not own any Auto. If you need further information, please do not hesitate to contact me anytime. Luis C Brignoni Co- Founder Wynwood Brewing Company 565 NW 241 Street N rni, FL 33127 V V June 24, 2013 To Whom It May Concern: 1 I \I V V`.��UtJ This is to certify that as of today, Wynwood Brewing Company has no more than four (4) employees. Currently, the only active employee'in the payroll is ou•f Brew master, Mr. Martin Luther Stroyer. If you need further information, please do not hesitate to cont..ct us. Sincerely, ,-''-f---1----.-----Z :----- I (' Luis G B�ignoni.�� Founder Wynwood Brewing Company Luis C Brignoni Co- Founder Wynwood Brewing Company 009 CEf _ A-ICATE OF LIABILITY INSI ,,AWCE DATE{MM!DD/YYYY1 7/15/2013 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(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement an this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER 1ST PREFERRED INSURANCE LLC 2748 E Commercial Blvd Fort Lauderdale, FL 33308 INSURED Wynwood Brewing Company Wyawood Brewing Coapany, LLC. 565 NW 24th Street Miami, FL 33127 CONTACT NAME: PHO!•3o,Ertt: (954) 485-8000 1 c.No) (954) 776-9806 jivaoiless:bil1•y@ lstpreferredins . com INSURERIS) AFFORDING COVERAGE NAicr= INSURER A: Century Surety Co. INSURER s:1A0'.1'iit. Vernon Fire Ins. INSURER INSURER D: INSURER E : INSURER F UMBER: COVERAGES t, I.-t i IFtCATE INU1V4 L-I-,.. - -- - THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. N:O T WITHSTANDING 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 POLICES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF S1JCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. e SR ?;DDL TYPE OF INSURANCE DD BOE sU .R POLICY EFF POLICY EXP POLICY NUM -DER 1MWdDDtYYYY) fMMIDDIYYYY) LIMITS LTR A X COMMERCIAL GENERAL LIABitJTY CCP-833225 7/12/2013 EACH OCCURRENCE s 1,000,000 $ 00 000 r JArT�IsJC IO HEN i:0 PREMISES (Ea ocourre:rim) �, 1 CLAIMS -MADE D I OCCUR 7/12/2014 MED EXP (A.ny one persnn) $ 5,000 X 1000 PERSONAL&ADVINJURY $ 1. ,000 ,000 X 1000 GENERAL AGGREGATE $ 2,000,000 GEL AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMP/OPAGG1$ 1,000r000 X POLICY I IJEPROCT- I I LDC s OTHER AUTOMOBILE LIABILITY ANYAUTO ALL OWNED AUTOS HIRED AUTOS SCHEDULED AUTOS NON -OWNED AUTOS �� `:�� i' 'i . �,,`_' ?,' V1 r I /�) COidiilhlkD SINGLI= LIMIT (Ea accident) S BODILY INJURY (Per Person) $ BODILY INJURY (Per'ac .ident) $' '-- PROPERTY DAMAGE { Per .accident) $ UMBRELLA LIAR EXCESS LIAB i I OCCUR 1r ( ) 1 1 I ' ' EACH OCCURRENCE "a AGGREGATE I I CLAIMS-14,4APE DED I 1 RETENTION $ WORKERS AND ANY OFFICER/MEMBER (Mandatory If yes, COMPENSATION EMPLOYERS` LIABILITY PROPPRITORPPARTNEPJE)ECUTIVS EXCLUDED? in NH} desnribe under OF OPERATIONS t'/N WA / ��7 PER ff LERITH• I STATUTE 1 i E.L. EACH ACCIDENT S I t E.L. DISEASE - EA EMPLOYEES below E.L. DISEASE - POLICY LIMIT B Liquor Liability y CL-2645217 7/T212o_ 71 2/2014 Gen. Agg $2,000,000 Each 4cc. $1,0 0,00fl DESCRIPTION Insured 565 Certificate OF OPERATIONS / LOCATIONS! VEHICLES (?.CORD 101, Additional Remarks Schedule, may be atlanhed if more space is required) is a brewery, retail & wholesale (no food), located at NW 24th. Street, Miami, FL 33127 Holder is Additional Insured & Loss Payee CERTIFICATE HOLDER CANCELLATION City of Miami 444 S.W. 2nd Ave. Mi2s;I; , FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION! TE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE r tIf1HE POLICY PROVISIONS. AUTHORIZED RYI ESENTAT 01988-2013 ACORD CORPORATION. All rights reserved, ACORD25 (2013/04) The ACORD name and logo are registered marks of ACORD CERTlkICATION REGARDING DEBARMENT, SUSPENSION AND OTHER RESPONSIBILITY MATTERS PRIMARY COVERED TRANSACTIONS 1. The Sub -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 department or agency. b. Have not within a three-year period preceding this proposal been convicted of or had a civil judgement rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal 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 1.b of this certification; and d. Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State, or local) terminated for cause or default. 2. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall submit an explanation to the City of Miami. v Noo c Ve i c Go pq 0l)i, LLG SUB-RECIP I ►iNT a. c ` J r` v o V,_,) PRINT NAME OF CERTZYING OFFICIAL DAE SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(A). FLORIDA STATUTES ON PUBLIC ENTITY CRIME THIS FORNL MUST BE SIGNED AND SWORN TO IN TAR PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. 1. This sworn statement is submitted to 1 jro f t 1 i By LiAi8 q• 5r\s(vlOvIt , FntAna-Cir (print this individual's name and title) for 1 y\NOOd 'r&w ins Conloth') , LLG (print name of entity submitting statements) whose business address is t, 5 W V\J 7-4sffr t and if applicable is Federal Employer Identification Number (FEINT) is 2.1 - 5 0 t P Lf S 3 If the entity has no FEIN, include the Social Security Number of the individual signing this sworn Statement: 2. I understand that a "public entity crime" as defined in paragraph 287.133(1)(a), Florida Statutes, mean a violation of any state or federal law by a person with respect to and directly related to the transactions of business with any public entity or with an agency or political subdivision of any other state or with the United States including, but not limited to any bid or contract for goods or services to be provided to any public entity or any agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 3. I understand that "convicted" or "convection" as defined in Paragraph 287.133(1)(b), Florida Statutes means a finding of guilt or a conviction of a public entity crime, with or without adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a Jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere. 4. I understand that an "affiliate" as defined in paragraph 287.133(1)(a), Florida Statutes, means: 1. A predecessor or successor of a person convicted of public entity crime; or 2. An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 5. I understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. 6. Based on information and belief, the statement which I have marked below is true in a relation to the entity submitting this sworn statement. (Please indicate which statement applies). ✓ Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or any affiliate of the entity has been charged with and convicted of a public entity crime within the past 36 months. The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime within the past 36 months. AND (Please indicate which additional statement applies). The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime within the past 36 months. However, there has been a subsequent proceeding before a Hearing Officers of the State of Florida, Division of Administrative Hearings and the Final Order by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. (Attached is a copy of the final order). I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE IS FOR THE PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED AND FOR THE PERIOD OF THE CONTRACT ENTERED INTO, WHICHEVER PERIOD IS LONGER. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES, FOR CATEGORY TWO OF ANY CHANGE IN THE INFOR1VIATION CONTAINED IN THIS FORM. Sworn to me and subscribed before me this 1.ci day of o. ZO 3 Personally known P Or produced identification (Type of Identification) 6�o fdAYLETCHRMST R0OftIGUEZ •,, * MY COMMISSION € EE 889351 E (PIRES: March 8, 2017 I. oF0 OF Bonded Thtu Budge; Notary Services Notary Public —State of 4 My commission expires 0.3/0sift i (Printer, typed or stamped is ssioned name of notary public)