The URL can be used to link to this page

Home My WebLink About25121AGREEMENT INFORMATION AGREEMENT NUMBER 25121 NAME/TYPE OF AGREEMENT OMNI CRA & TOMORROWLAND, LLC DESCRIPTION BUSINESS GRANT AGREEMENT/IMPACT & MIAMI-DADE WATER & SEWER DEPARTMENT FEES/FILE ID: 14858/CRA-R- 23-0050/MATTER I D : 24-1072 EFFECTIVE DATE August 7, 2024 ATTESTED BY NICOLE EWAN ATTESTED DATE 8/7/2024 DATE RECEIVED FROM ISSUING DEPT. 8/7/2024 NOTE DOCUSIGN AGREEMENT BY EMAIL BUSINESS GRANT AGREEMENT BY AND BETWEEN THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND TOMMORROWLAND LLC THIS BUSINESS GRANT AGREEMENT is entered into as of the7th day of August , 2024, by and between the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, with principal address at 1401 N. Miami Avenue, Miami Florida 33136 ("CRA"), and Tomorrowland LLC ("GRANTEE") a Florida Limited Liability Company located within the CRA boundaries at 1368 North Miami Avenue, FL 33132 ("PROPERTY"). RECITALS WHEREAS, GRANTEE submitted a grant application and proposals directly to the CRA requesting Sixty Three Thousand Nine Hundred And Sixty One Dollars with Thirty Five Cents ($63,961.35) to underwrite the cost associated with the Impact and Miami -Dade Water and Sewer Department "WASD" fees of the business within the of the CRA redevelopment area; and WHEREAS, the CRA through CRA- Resolution No. CRA-R-23-0050, adopted at the October 12, 2023 Special meeting of the Board of Commissioners of the CRA, attached and incorporated as Exhibit "A" ("Authorizing Resolution"), has authorized a Business Grant Program ("Program") for the purposes of business development in the OMNI Redevelopment Area ("Area"); and WHEREAS, pursuant to the Authorizing Resolution, the Program authorizes the Executive Director of the CRA ("Executive Director") to disburse funds from the Program, at his/her discretion, on a reimbursement basis or directly to vendors upon presentation of invoices and satisfactory documentation to qualifying businesses; and WHEREAS, GRANTEE and the CRA wish to enter into this Agreement to set forth the terms and conditions relating to the use by GRANTEE of a grant in the not to exceed amount of Sixty Four Thousand Three Hundred And Sixty Five Dollars with Sixty Three Cents ($64,365.63) Page 1 of 20 ("Grant") for the Project as defined below; NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, the parties agree to as follows: TERMS 1. RECITALS AND INCORPORATIONS. The recitals and all statements contained therein are true and correct and are hereby incorporated as part of this Agreement. The following exhibits are attached hereto and are hereby incorporated into a made a part of this Agreement: Exhibit A — Authorizing Resolution Exhibit B — Project Description Exhibit C — Insurance Requirements Exhibit D —GRANTEE' S Corporate Resolution or Other Proof of Signing Authority and Corporate Status/Sunbiz In the event of a conflict between the provisions of this Agreement or any of its exhibits, the conflict shall be resolved in favor of this Agreement, then in the priority order indicated above. 2. GRANT. Subject to the terms and conditions set forth herein and GRANTEE's compliance with all of its obligations hereunder, the CRA hereby agrees to make available to the GRANTEE, the Grant to be used for the purpose and Project (as defined below), and as disbursed in the manner hereinafter provided. 3. USE OF GRANT. The Grant shall be used by GRANTEE as follows: to underwrite the cost associated with the Impact and Miami -Dade Water and Sewer Department ("WASD") fees of the Property where the business is located which is within the boundaries of the CRA ("Project"), as described in Composite Exhibit "B", which includes GRANTEE's CRA Business Incentive and Assistance Application. 4. COMPLIANCE WITH POLICIES AND PROCEDURES. GRANTEE understands that the use of the Grant is subject to specific reporting, record keeping, administrative and contracting Page 2 of 20 guidelines, audit, and other requirements affecting the activities funded by the Grant for the Project. GRANTEE covenants and agrees to comply with such requirements, and represents and warrants to the CRA that the Grant 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 the foregoing, GRANTEE represents and warrants that it will comply with, and the Grant will be used in accordance with, all applicable federal, state, and local codes, laws, rules and regulations. 5. RECORDS, 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, as amended ("City Code"), are deemed as being incorporated by reference herein and additionally apply to this Agreement. GRANTEE understands, acknowledges, and agrees that: (a) the CRA must meet certain record keeping and reporting requirements with regard to the Grant and that in order to enable the CRA to comply with its record keeping and reporting requirements, GRANTEE shall maintain all records as required by the CRA; and (b) at the CRA's request, and no later than thirty (30) calendar days thereafter, GRANTEE shall deliver to the CRA such reports and written statements relating to the use of the Grant as the CRA may require from time to time; and (c) all costs and expenses of the Project shall be at actual cost with no markups and the CRA may request any and all receipts or paid checks to substantiate such costs and expenses; and (d) the CRA shall have the right to conduct audits of GRANTEE's records pertaining to the Grant and to visit and to inspect the Project, in order to conduct its monitoring and evaluation activities, and that GRANTEE shall cooperate with the CRA in the performance of these activities; and (e) GRANTEE's failure to comply with these requirements or the receipt or discovery (by monitoring, evaluation, or audit) by the CRA of any inconsistent, incomplete, or inadequate information shall be grounds for the immediate termination of this Agreement by the CRA. Page 3 of 20 6. REVERSION OF ASSETS. Upon the expiration, termination, or cancellation of the Term of this Agreement, any unspent Grant funds shall immediately revert to the possession and ownership of the CRA, and GRANTEE shall transfer to the CRA all unused Grant funds at the time of such expiration, termination, or cancellation. 7. INSURANCE REQUIREMENTS: GRANTEE shall, at all times during the term hereof, maintain insurance coverage in accordance with Exhibit "C" attached and incorporated by this reference. The GRANTEE shall add the City of Miami ("City") and the CRA as an additional insured and named certificate holder to its insurance policies. GRANTEE shall correct any insurance certificates as requested by the CRA/City. The CRA/City reserves the right to require additional coverage as may be warranted in connection with this agreement. GRANTEE understands and agrees that any and all liabilities regarding the use of GRANTEE' S employees or subcontractors for the Project shall be borne solely by the GRANTEE and that the insurance requirements set forth herein shall not act as a limitation of liability. The terms of this provision shall survive termination of this Agreement. 8. DISBURSEMENT OF GRANT. Subject to the terms and conditions contained in this Agreement, and at the time of execution of this Agreement, the CRA shall make available to GRANTEE, an amount not to exceed Sixty Four Thousand Three Hundred And Sixty Five Dollars with Sixty Three Cents ($64,365.63) ("Grant Amount") in Grant funds. In no event shall payments to GRANTEE under this Grant Agreement exceed the Grant Amount, nor shall Grant funds be used in any form inconsistent with the terms, conditions, obligations, and requirements contained herein. The GRANTEE may not request disbursement of funds pursuant to this Agreement until such funds are needed for the payment of eligible costs, as described in Composite Exhibit "B". The GRANTEE must provide the CRA with Project specific invoices prior to any disbursements of Grant funds by the CRA. Payments will be made only after GRANTEE has submitted the Project specific invoices ("Proper Invoices") to the CRA and the CRA has reviewed and approved the Proper Invoices in writing. a. Proper Invoices shall be accompanied by sufficient supporting documentation and contain sufficient details, to constitute a Proper Invoice as defined by Page 4 of 20 Florida Statutes Section 218.73 and 218.74, and b. Proper Invoices are subject to verification by the CRA of acceptable work activities for the Project. c. Payments shall be made directly to the Miami -Dade County, WASD, and Regulatory and Economic Resources Department, in accordance with the Proper Invoices and supporting documentation submitted by the GRANTEE to the CRA. 9. TERM. The term of this Agreement shall commence on the date first above written and shall terminate upon full disbursement of either (a) the Grant Amount or (b) such lesser amount should the final completion of the Project not require the entire the Grant Amount from the Grant; provided, however, that all rights of the CRA to audit or inspect, to require reversion of assets, to enforce representations, warranties and certifications, to default remedies, to limitation of liability and indemnification, and to recovery of fees, expenses, and costs shall survive the expiration or earlier termination of this Agreement. 10. REMEDIES FOR NON-COMPLIANCE. If GRANTEE fails to perform any of its obligations or covenants hereunder, or materially breaches any of the terms, conditions, obligations, or requirements contained herein, then the CRA shall have the right to take one or more of the following actions, in addition to any other remedies available to it in law and/or equity: (a) Withhold cash payments, pending correction of the deficiency by GRANTEE; (b) Recover payments made to GRANTEE; (c) Disallow (that is, deny the use of the Grant for) all or any part of the cost for the activity or action for the Project not in compliance; (d) Withhold further awards for the Project; and (e) Take such other actions and/or remedies that may be legally permitted. Page 5 of 20 11. NON-DISCRIMINATION. GRANTEE, for itself and on behalf of its contractors and sub- contractors, agrees that it shall not discriminate as to race, sex, color, religion, national origin, age, marital status, sexual orientation, or disability in connection with its performance under this Agreement. Furthermore, GRANTEE represents that no otherwise qualified individual shall, solely, by reason of his/her race, sex, color, religion, national origin, age, marital status, sexual orientation, or disability be excluded from the participation in, be denied benefits of, or be subjected to discrimination under any program or activity receiving financial assistance pursuant to this Agreement. 12. CONFLICT OF INTEREST. GRANTEE has received copies of, or is familiar with, the following provisions regarding conflict of interest in the performance of this Agreement by GRANTEE. GRANTEE covenants, represents and warrants that it will comply with all applicable conflict of interest provisions including, but not limited to, the: (a) Code of the City of Miami, Florida, Chapter 2, Article V; and (b) Miami -Dade County Code, Section 2-11.1. 13. CONTINGENCY CLAUSE. Funding for this Agreement is contingent on the availability of funds and continued authorization for Project activities, and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. 14. CERTIFICATIONS RELATING TO THE GRANT. GRANTEE certifies that: (a) All expenditures of the Grant shall be made only for the Project and in accordance with the provisions of this Agreement; (b) Reasonable accounting records for the Project shall be maintained by GRANTEE; (c) The expenditures of the Grant shall be properly documented and such documentation shall be maintained on file at the Project site; (d) Periodic progress reports shall be provided to the CRA as requested from time to time; Page 6 of 20 (e) No expenditure of Grant funds shall be used for political activities; and (f) GRANTEE shall be liable to the CRA for any amount of the Grant expended in a manner inconsistent with this Agreement. 15. MARKETING. (a) GRANTEE shall consult with the CRA's Executive Director regarding all uses and displays of the recognition of the CRA. (b) GRANTEE shall prominently display signage acknowledging the CRA's Grant contribution to the Project at GRANTEE's primary place of business, and for a period of (2) years after expiration of this Agreement. (c) GRANTEE shall produce, publish, advertise, disclose, or exhibit the CRA's name and/or logo, in acknowledgement of the CRA's contribution to the Project, in all forms of media and communications created by GRANTEE in relation to this Agreement and/or the Project, for the purpose of publication, promotion, illustration, advertising, trade or any other lawful purposes, including, but not limited to, stationary, newspapers, periodicals, billboards, posters, email, direct mail, flyers, telephone, public events, and television, radio, or interne advertisements or postings, or interviews. (d) The CRA shall have the right to approve the form and placement of all acknowledgements, which approval shall not be unreasonably withheld. (e) GRANTEE further agrees that the CRA's name and logo may not be otherwise used, copied, reproduced, altered in any manner, or sold to others for purposes other than those specified in this Agreement. Nothing in this Agreement, or in GRANTEE's use of the CRA's name and logo, confers or may be construed as conferring GRANTEE any right, title, or interest whatsoever in the CRA's name, identifying information, and logo beyond the limited right granted in this Agreement. 16. DEFAULT. If GRANTEE fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then GRANTEE shall be in default. Upon the Page 7 of 20 occurrence of a default hereunder the CRA, in addition to all remedies available to it by law or equity, may immediately, upon written notice to GRANTEE, terminate this Agreement whereupon all payments, advances, or other compensation paid by the CRA to GRANTEE while GRANTEE was in default shall be immediately returned to the CRA. GRANTEE understands and agrees that termination of this Agreement under this section shall not release GRANTEE from any obligations accruing prior to the effective date of termination. 17. NO LIABILITY OF THE CRA OR THE CITY. None of the respective officers, employees, agents, representatives, or principals, whether disclosed or undisclosed, of the CRA and of the City shall have any personal liability with respect to any of the provisions of this Agreement. Nothing herein is intended to waive the CRA or City's sovereign immunity beyond the limitations imposed by Section 768.28, Florida Statutes. 18. SPECIFIC PERFORMANCE. In the event of breach of the Grant Agreement by the CRA, the GRANTEE may only seek specific performance of the Grant Agreement and any recovery shall be limited to the actual amount of the Project costs not to exceed the amount of Grant funding authorized for the Project. In no event shall the CRA be liable to GRANTEE for any additional compensation, other than that provided herein, or for any consequential or incidental damages. 19. INDEMNIFICATION OF THE CRA AND THE CITY. GRANTEE hereby agrees to indemnify, protect, defend, save, release, and hold harmless, at its sole cost and expense, the CRA, the City, and their respective officers, employees, agents, representatives, and principals from and against any and all claims, actions, damages, liability and expense (including fees, costs, and expenses of attorneys, investigators and experts) in connection with loss of life, personal injury, or damage to property arising out of the performance or non-performance of this Agreement and the Project, except to the extent such loss, injury or damage was caused by the gross negligence of the CRA, the City, or their respective officers, employees, agents, representatives, and principals. In the event that any action, claim, demand, or proceeding is brought against the City in connection with any of GRANTEE' S indemnification obligations stated herein, the GRANTEE shall, upon written notice from the CRA or City, resist and defend such action or proceeding by counsel satisfactory to the CRA General Counsel or City Page 8 of 20 Attorney' s Office. The obligations in this provision shall survive termination of the Agreement. Nothing herein is intended to waive the CRA or City's sovereign immunity beyond the limitations imposed by Section 768.28, Florida Statutes. 20. DISPUTES. In the event of a dispute between the Executive Director of the CRA and GRANTEE as to the terms and conditions of this Agreement, the Executive Director of the CRA and GRANTEE shall notify each in writing of the dispute and proceed in good faith to resolve the dispute within thirty (30) calendar days of such written notice. If the dispute is not resolved within such thirty (30) calendar days, the dispute shall be submitted to the CRA's governing body ("Board") for resolution within ninety (90) calendar days thereof or the next available meeting of the Board if after ninety (90) calendar days, or such longer period as may be agreed to by the parties to this Agreement. The Board's decision shall be deemed final and binding on the parties. 21. CAPTIONS. The captions in this Agreement are for convenience only and are not a part of this Agreement and do not in any way define, limit, describe, or amplify the terms and provisions of this Agreement or the scope or intent thereof. 22. ENTIRE AGREEMENT. This instrument constitutes the sole and only agreement of the parties hereto relating to the Grant, and correctly set forth the rights, duties, and obligations of the parties. There are no collateral or oral agreements or understandings between the CRA and GRANTEE relating to this Agreement or the Grant and/or Project. Any promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. This Agreement shall not be modified in any manner except by an instrument in writing executed by the authorized representatives of the parties. 23. 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. Page 9 of 20 24. COVENANTS. Each covenant, agreement, obligation, term, condition or other provision herein contained shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making the same, not dependent on any other provision of this Agreement unless otherwise expressly provided. All of the terms and conditions set forth in this Agreement shall apply throughout the term of this Agreement unless otherwise expressly set forth herein. 25. CONFLICTING TERMS. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms of this Agreement shall govern. 26. WAIVER. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing by the non -breaching party. 27. SEVERABILITY. Should any provision contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable under the laws of the State of Florida, then such provision shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, that 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. 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. AMENDMENTS. No amendment to this Agreement shall be binding on either party, unless in writing and signed by the authorized representatives of both parties. 30. OWNERSHIP OF DOCUMENTS. Upon request by the CRA, all documents developed by GRANTEE shall be delivered to the CRA upon completion of this Agreement, and may be used by the CRA, without restriction or limitation. GRANTEE agrees that all documents maintained and generated pursuant to this Agreement shall be subject to all provisions of the Page 10 of 20 Public Records Law, Chapter 119, Florida Statutes. It is further understood by and between the parties that any document which is given by the CRA to GRANTEE pursuant to this Agreement shall at all times remain the property of the CRA, and shall not be used by GRANTEE for any other purposes whatsoever, without the written consent of the CRA. 31. AWARD OF AGREEMENT. GRANTEE warrants that it has not employed or retained any person employed by the CRA to solicit or secure this Agreement, and that it has not offered to pay, paid, or agreed to pay any person employed by the CRA any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of the Grant. 32. NON-DELEGABILITY. The obligations of GRANTEE under this Agreement shall not be delegated or assigned to any other party without the CRA's prior written consent which may be withheld by the CRA, in its sole discretion. 33. GOVERNING LAW AND VENUE. This Agreement shall be construed and enforced in accordance with Florida law without regard to its conflicts of law provisions. In the event of litigation, controversies, or legal problems arising out of or as a result of this Agreement and/or the Project, shall be submitted to the jurisdiction of the State of Florida courts in the Eleventh Judicial Circuit in and for Miami -Dade County, Florida. The venue shall be Miami -Dade County, Florida. Each party shall be responsible for its own attorney' s fees, costs, and expenses. Moreover, GRANTEE acknowledges that it shall adhere to any and all state, local, and federal laws, rules and regulations in undertaking the Project and in complying with this Agreement, to include the Code of the City of Miami, Florida, as amended. 34. WAIVER OF JURY TRIAL. GRANTEE and the CRA hereby knowingly, irrevocably, voluntarily, and intentionally waive any right either may have to a trial by jury in respect to any action, proceeding, claim, or counterclaim based on this Agreement and/or the Project, or arising out of, under, or in connection with this Agreement, the Project, any renewal(s) hereof, any amendment, extension, or modification of this Agreement, or any other agreement executed between the parties in connection with this Agreement, the Project, or any other course of conduct, course of dealing, statements (whether verbal or written), or any other actions of any party hereto. This waiver is a material inducement for the CRA and the GRANTEE to enter into this Agreement. Page 11 of 20 35. TERMINATION OF CONTRACT FOR CONVENIENCE. The CRA retains the right to terminate this Agreement at any time for convenience, without penalty to the CRA. In that event, the CRA shall give five (5) days written notice of termination to GRANTEE. 36. NOTICE. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail, addressed to the party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served, or, if by mail, on the fifth (5th) day after being posted, or the date of actual receipt, whichever is earlier. To CRA: Omni Redevelopment District Community Redevelopment Agency Attn: Isiaa Jones, Executive Director Address 1401 N. Miami Avenue Miami, Florida, 33136 With a copy to: Office of the City Attorney Attn: George K. Wysong III, City Attorney 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 To GRANTEE: Company Name: Tomorrowland LLC Attn: Jessica Fuentes Victor Address: 732 41' Street Miami Beach, Florida 33140 37. INDEPENDENT CONTRACTOR. GRANTEE, its contractors, subcontractors, employees, and agents shall be deemed to be independent contractors, and not agents or employees of the CRA, and shall not attain any rights or benefits under the civil service or pension programs of the CRA, or any rights generally afforded its employees; further, they shall not be deemed entitled to Florida Workers' Compensation benefits as employees of the CRA. 38. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 39. AUTHORITY. Both the CRA and GRANTEE certify that each possesses the legal authority to enter into this Agreement. A resolution, motion or similar action has been duly adopted as an official act of each party as a governing body, authorizing the execution of this Agreement, Page 12 of 20 and identifying the official representative of each to act in connection herewith and to provide such additional information as may be required by the terms of this Agreement. 40. PUBLIC RECORDS. GRANTEE understands that the public shall have access, at all reasonable times, to all documents and information pertaining to the CRA, subject to the provisions of Chapter 119, Florida Statutes, and any specific exemptions there from, and GRANTEE agrees to allow access by the CRA and the public to all documents subject to disclosure under applicable law unless there is a specific exemption from such access. GRANTEE's failure or refusal to comply with the provisions of this section shall result in immediate termination of the Agreement by the CRA. Pursuant to the provisions of Section 119.0701, Florida Statutes, GRANTEE must comply with the Florida Public Records Laws, specifically the GRANTEE must: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter 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 public agency all public records in possession of the GRANTEE upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. (e) All records stored electronically must be provided to CRA in a format compatible with the information technology systems of the public agency. GRANTEE agrees that any of the obligations in this section will survive the term, termination and cancellation hereof. Page 13 of 20 IF THE GRANTEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE GRANTEE'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. 2nd AVENUE SUITE 945, MIAMI, FL 33130. GRANTEE MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CRA AT: (305) 679-6868, OMNICRA@MIAMIGOV.COM. Should GRANTEE determine to dispute any public access provision required by Florida Statutes, GRANTEE shall do so in accordance with applicable Florida law, and shall do so at its own cost and expense. Any lawsuits filed against the CITY or Indemnitees in connection with GRANTEE'S dispute to public access will fall under the GRANTEE'S indemnification obligations specified in the Indemnification Section above. 41. SURVIVAL. All obligations (including but not limited to indemnity and obligations to defend, release, and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. 42. COUNTERPARTS; ELECTRONIC SIGNATURES. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Facsimile, .pdf and other electronic signatures to this Agreement shall have the same effect as original signatures. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] {Remainder of Page Intentionally Left Blank} Page 14 of 20 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized as of the day and year above written. ATTEST: DocuSigned by: btwtits Ulf —t&li 72343.. 1-EF'176 .... NAME: Frances Llop-noy BY: TITLE: Project Development Specialist ATTEST: Signed by: Signed by: BY: 18169471 All DAJ 1 Todd B. Hannon Clerk of the Board APPROVED AS TO LEGAL FORM AND CORRECTNESS: 1-DocuSigned by: Gc,ovrT.1, Misot (II BY: _Rszz6E.aLa 8.248R George K. Wysong III General Counsel RP #24-1072 GRANTEE Signed by: BY: "-56F4F0E79AC2411... NAME: Jessica Fuentes Victor TITLE: Owner/Partner OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes DocuSigned by: BY: (Butt ,)OIA ,S t -7-26F60889F4F4D3... Is'aa A. Jones Executive Director APPROVED AS TO INSURANCE REQUIREMENTS: DocuSigned by: BY: Page 15 of 20 2z395r'R31S2L4E7 Ann -Marie Sharpe Director of Risk Management EXHIBIT A CRA R- 23-0050AUTHORIZING THE GRANT PROGRAM Page 16 of 20 4/30/24, 11:19 AM CRA-R-23-0050 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COM... Miami FL OMNI CRA Resolution CRA-R-23-0050 ADOPTED Oct 12 2023 9: 30 AM A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA") ALLOCATING ONE MILLION DOLLARS $1,000,000.00 TO A BUSINESS GRANT PROGRAM FOR THE PURPOSES OF BUSINESS DEVELOPMENT IN THE OMNI REDEVELOPMENT AREA FROM ACCOUNT NO. 10040.920501.883000; AUTHORIZING THE INTERIM EXECUTIVE DIRECTOR TO DISBURSE FUNDS SOLELY IN HIS/HER DISCRETION AS A GRANT OR A LOAN TO BUSINESS ENTITIES, ON A REIMBURSEMENT BASIS TO BUSINESS ENTITIES, OR DIRECTLY TO VENDORS UPON PRESENTATION OF INVOICES AND/OR SATISFACTORY DOCUMENTATION TO QUALIFYING BUSINESSES IN ORDER TO DISBURSE FUNDS AS STATED HEREIN SUBJECT TO THE AVAILABILITY OF FUNDS; FURTHER AUTHORIZING THE INTERIM EXECUTIVE DIRECTOR TO NEGOTIATE ANY AND ALL NECESSARY DOCUMENTS, ALL IN A FORM ACCEPTABLE TO THE GENERAL COUNSEL, FOR THE PURPOSES STATED HEREIN. Information Department: Category: Attachments OMNI Community Redevelopment Agency Grant Agenda Summary and Legislation 14858 Business Incentive Grant Application 14858 Business Microgrant Application Sponsors: Body/Legislation WHEREAS, the Omni Redevelopment District Community Redevelopment Agency ("CRA") is responsible for carrying out community redevelopment activities and projects within the Omni Redevelopment Area ("Area") in accordance with the 2010 Omni CRA Redevelopment Plan ("Plan"); and WHEREAS, Section 4.4, C., D-1, at page 41 of the Plan; Section 4.4, D., A02, at page 42 of the Plan; and Section 4.4, E., D-7, at page 42 of the Plan all list maximizing conditions for residents to live in the area, the elimination of conditions which contribute to blight, and minimizing condemnation and relocation as stated redevelopment objectives; and WHEREAS, Section 5 of the Plan titled "Projects and Strategies" also authorizes the CRA to authorize "small business development through the creation of financial resource pools"; and WHEREAS, Page 97 of the Plan authorizes the CRA to engage in the "encouragement of small business opportunities in the redevelopment area"; and WHEREAS, the Board of Commissioners of the CRA has previously allocated funds to programs that rehabilitate facades, small business improvements, and improvements to the quality of life within the Area; and WHEREAS, these programs have all been successful and have moved towards accomplishing the goals and objectives of the Plan; and WHEREAS, the Board of Commissioners wishes to further allocate an additional one million dollars ($1,000,000) to a Business Program ("Program") to continue with similarly needed programs in the Area; and WHEREAS, funds are available from Account No. 10040.920501.883000 for the Program; and WHEREAS, the Interim Executive Director is further requesting authority to disburse funds from the Program to eligible participants as a grant, as a loan, on a reimbursement basis, or directly to vendors upon https://miamifl.igm2.com/Citizens/Detail_LegiFile.aspx?ID=14858&highlightTerms=business grant&Print=Yes 1/2 4/30/24, 11:19 AM CRA-R-23-0050 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COM... presentation of invoices and satisfactory documentation without the need for further approval from the Board of Commissioners and within the Interim Executive Director's sole discretion; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble of this Resolution are adopted by reference hereto and incorporated herein as if fully set forth in this Section. Section 2. The Program is hereby established with funds in the amount of one million dollars $1,000,000.00 allocated from Account No. 10040.920501.883000. Section 3. The Interim Executive Director is authorized to disburse funds in his/her sole discretion as either a grant, a loan, on a reimbursement basis, or directly to vendors upon presentation of invoices and satisfactory documentation to qualifying businesses. Section 4. The Interim Executive Director is authorized to negotiate and execute any and all documents necessary to effectuate the Program, all in a form acceptable to the General Counsel. Section 5. This Resolution shall become effective immediately upon adoption. Meeting History Oct 12, 2023 9:30 AM OMNI Community Redevelopment Special Meeting Agency RESULT: ADOPTED [UNANIMOUS] MOVER: Christine King, Board Member, District Five SECONDER: Joe Carollo, Vice Chair, District Three AYES: Sabina Covo, Joe Carollo, Manolo Reyes, Christine King Powered by Granicus https://miamifl.igm2.com/Citizens/Detail_LegiFile.aspx?ID=14858&highlightTerms=business grant&Print=Yes 2/2 COMPOSITE EXHIBIT B PROJECT DESCRIPTION Page 17 of 20 ;Tor Omni CRA 2023-2024 CRA Business Incentive & Assistance Program Program Guidelines + Procedures + Application Program Description: The CRA Business Incentive & Assistance Program assists qualified business or property owners with building and property improvements that are directly related to opening of a new business, improving an existing business, remedying code violations, providing ADA access, assisting existing businesses struggling due to blight or natural disasters and eliminating blighting neighborhood conditions in the targeted areas of the Omni CRA. Additionally, the program offers assistance with other governmental fees. Business incentive & assistance funds may be used for improvements to properties that are not eligible for grant funding from other sources available in the area, or to supplement grant funds awarded by other agencies. Funds may not cross Omni CRA District Boundaries and are targeted at specific areas in the Omni CRA District. This program is a match assistance program requiring a 25% match from the property or business owner. The program has a project cap of $200,000. In addition to the required private match, the grant recipient is responsible for all project costs that exceed $200,000 provided by the CRA. The CRA may recommend and approve business funding at a lesser amount than requested. Awards are given subject to the availability of funds and based on priorities outlined below. Funds from this program are paid on a reimbursement basis or directly to the contractors performing the work upon the provision of satisfactory invoices to the CRA. All Grantees requesting grant funding must have at least three estimates from different Florida licensed general contractors. cog' M Mu d r s °ru rr iurltieS: While both Downtown Miami and the Wynwood area have benefited from the boom in commercial and residential development, areas within the CRA district have not seen the benefit of this investment. Various business corridors of the Omni CRA suffer from neglected properties and a general aesthetic that is not conducive for businesses to thrive in the community. The Omni CRA has prioritized improvements to properties within the limits of the boundaries of the entire Omni CRA district )• In the Omni CRA, priorities include projects that can use CRA funds to leverage other public and private investments and bring new business and restaurant/entertainment venues to distressed areas. In addition, this program seeks to bring needed improvement to the Multi -family residential units within the program boundaries. Since buildings with a high level of vacancy are eligible, the requirement of Certificates of Use, Occupational License and Fire Fee for each business location will be waived. Individual property owners using these funds cannot sell building for a period of five (5) years after rehabilitation work is complete. If the building is sold during the five-year period, the building owner will repay funds in full. Funds will be guaranteed by lien, mortgage note or deed covenant tied to the property. All work must meet local neighborhood building/appearance codes and performed with applicable permits and inspections. Eligibility: These funds are usually not made for routine maintenance and should be part of a larger scope of improvements to the property or area. Additionally, the property should have an active or soon -to -be active business or residential use located on the property. Businesses receiving business incentive funds must create or maintain one full-time or equivalent job for a resident living in the area for every $30,000 in awarded grant funds. All projects shall be completed within a 6-month period from the date the contract is signed. Extensions beyond the 6-month completion date can only be made with the approval of the CRA Director. Such approval shall be in writing and noticed to all parties. CRA= CRA Staff; CNTR = Contractor; PROP = Property Owner; TNT = Tenant A) Application Process CRA meets with Tenant and/or Property Owner, verifies that the property is an eligible address and that the tenant/business and the improvements meet basic criteria for the CRA Business Incentive & Assistance Program. 1. Review Tenant Business Model — CRA 2. Review Improvement Activities funded by the program (Eligible Activities List) — CRA, TNT, PROP 3. Eligible Scope of Work and Budget is Prepared — CRA, TNT, PROP 4. Tenant and Property Owner prepare Application, attach Scope and Budget —TNT, PROP 5. BEFORE pictures are taken — CRA, TNT 6. Application is reviewed — CRA & CRA 7. Letter of Grant Award or denial is sent to Property Owner and/or tenant — CRA B) Contract Process A Contract outlining all conditions of receiving the grant, scope of work and all insurance requirements. Additional documents such as sub -contractor lists (for release of lien) and Work Authorization Form are used for project monitoring. 1. Tenant or Property Owner secures pricing (3 bids) and selects contractor (lowest bid wins) — TNT, PROP & CRA 2. Tenant submits contractor list and copies of estimates to CRA — TNT 3. DMP Prepares Contract with Scope of Work as exhibit — CRA 4. Contract is executed — CRA, TNT, CNTR 5. Work Authorization Form is executed — CRA, TNT, PROP 6. CRA may give 30% to the Contractor to begin the work (This amount is subject to the discretion of the CRA and may be amended) 7. Permits are pulled and work begins — TNT, CNTR 8. CRA monitors progress — CRA C) Project Completion Final contract payments are made after all building permits are closed and all liens are released. 1. AFTER Pictures are Taken — TNT 2. Release of Lien letter for each contractor is obtained — TNT, CNTR 3. Closed Permit Report submitted —TNT, CNTR 4. Final Invoice Submitted for payment — CNTR 5. CRA makes the final payment to the Contractor Payment (2-4 weeks) — CRA Omni CRA Business Incentive & Assistance Program 2023-"" CRA Business Incentive & Assistance Application Applicant Contact Information Business Name ION) Q Y 1%4 aild LL IC, Contact Name Mailing Address r 13 b g N; 111 i'irY6r ry \o rvt1 «. Yc 33 a] li Telephone 3 -?-010-qur- Fax Email Property Ownership and Corporation f J ' e ',._ Va11fi • UDVYI Information in 11111111Prk Corporation Name LC M l y k1rk,,ilov,kai Co vvvw) - vhUVW Act pi G4 06 Mailing Address p IT r 10 F,j I 13eg N, nci t qrni #11,c '+ 141 r1 ‘ f t, 3 3) 3 la ft-14i n. , , !f'L 33 ) 31- Corporation Officers & Titles Date & State of Incorporation A1 Lo D °` Tax ID# Project Loc.;,'on & Scope Project Address pl^ 01))- b l?bk N rr1►Ot(Yu cam_ Folio# 01- 3136-rO0I- Io 3 0 Year Built �� Total Retail (Sq. Ft.) 5',So 1 w I Leased Retail (Sq. Ft.) �4i-D I ityf.1 Description of the business —r-P1V Y1 Scope of Work for entire project. /_,^ n OV J bn r ,� nn V"` \ \U D vt o{ 10A/ Estimated Costs for entire project \PA1lllor Estimated Start Date II I mpted Completion Completion Date -Si '-I� :ysrstance Program 2023-2024 Scope of CRA-Funding Request Description of Item hmpolo _Pus 2. v Lee,rl w AS Pk 3. 10. Estimated Cost 2.1,ow . 25 3. 4. 5. 6. 7. 8. 10. TOTAL jp'3, 50G , b3 As a current business owner in this community or a business seeking to improve business in this community, I wish to participate in the OMNI CRA BUSINESS ASSISTANCE MICROGRANT. I acknowledge that I have received a copy of the Microgrant Grant Program Procedures and will comply with all requirements should I be awarded a grant. Sign / Print Name of Business Owner / -TROutf-ij Y\ Date I acknowledge that Tenant, i v1f AINW tilifi 1.iiiseeking assistance using the OMNI CRA BUSINESS ASSISTANCE & INCENTIVE GRANT PROGRAM and that the general terms of their lease conform to the terms above. Should the applicant win a grant award, I understand that funds will be used to make improvements to my property. Sign / Print Name of Property Owner V/S / Omni CRA Business incentive 4_r Date M IAM I•DADE cxrurx Department of Regulatory and Economic Resources Impact Fee Assessment Process Number: M2024009137-0 Batch: Folio: 0131360090230 Site Address: 1368 N MIAMI AVE CP*: N Assessment Date: 02/16/2024 Fee Payer: CP*: Exempt from Public Records 119.071 Florida Statues Y: Exempt N: No Exempt Blank: No info Collection Number: Online Payment available at: https://wwwx. miamidade.go v/apps/rer/lmpactFeesPaymen is/defaul t. as px Payment can be made by Credit Card, Cash, Check or Cashiers's Check Payable to Miami Dade County Fee Type Dist Id Category Cat Category Description Code Sufix BIKE ROAD TRAN A 932 00 HIGH -TURNOVER (SIT-DOWN) RESTAURANT A 875 00 DEPARTMENT STORE Units A 9999 00 ADMINISTRATIVE DETERMINATION A 932 00 HIGH -TURNOVER (SIT-DOWN) RESTAURANT A 875 00 DEPARTMENT STORE A 9999 00 ADMINISTRATIVE DETERMINATION A 932 00 HIGH -TURNOVER (SIT-DOWN) RESTAURANT A 875 00 DEPARTMENT STORE Fee Extended Amount 2,521 $0.6018 $1,517.14 (739) $0.3254 ($240.47) (378) $1.0000 ($378.00) 2,521 $31.8118 $80,197.55 (739) $17.2125 ($12,720.04) (19,979) $1.0000 ($19,978.63) A 9999 00 ADMINISTRATIVE DETERMINATION 2,521 $5.4570 $13,757.10 (739) $2.9529 ($2,182.19) (3,427) $1.0000 ($3,427.08) Assessment Total Amount: $56,545.38 Deferral Amount: $0.00 Current Balance Due: $56,545.38 Report run on: February 16, 2024 11:04 AM Page 1 of 1 MIAMI-DARE COUNTY Water & Sewer Department New Business Office P.O. Box 330316 Miami, FL 33233-0316 Invoice Number Customer Number Invoice Date Business Process Number (X) Total Amount Due TOMORROWLAND LLC 1368 N MIAMI AVE MIAMI FL 33136 ATTN: Note: WTR/SWR CC'S PAID FOR CU FOR 3,895 SQ FT TAVERN (1,035 SF INDOOR/2,860 SF OUTDOOR) PER PLANS AND NOTORIZED LTR OF USE REPLACING RETAIL PER VF 201766586 PD INVOICE N00039845 @1368 N MIAMI AVE FOL10:0131360090230 PROCESS:M2024009137 VF:24-2024-L-VF - 2414 Invoice N00155553 00059275 July 30, 2024 $7,820.25 ER Water ER Sewer Agreement ID Description JO/Agmt Qty UOM Unit Price Charge Amt Interest Line Total VF Non -Res Existing Swr VF Non -Res Existing Wtr WaterAlloc Cert Initial CC WASD Sewer CC WASD Water CC Bisc Basin Spcl Sewer Total Standard Charges Total Invoice 1 EA 1 EA 1 EA 675 GPD 675 GPD 675 GPD 75.00 75.00 90.00 5.60 1.39 4.24 75.00 75.00 90.00 3,780.00 938.25 2,862.00 0.00 0.00 0.00 0.00 0.00 0.00 75.00 75.00 90.00 3,780.00 938.25 2,862.00 $7,820.25 $7,820.25 Original Invoice N00155547 Printed by e302805 at LEJEUNE on 7/29/2024 To pay online go to: http://www.miamidade.gov/water/construction-development-payments.asp To pay online go to: http://www.miamidade.gov/water/construction-development-payments.asp Payment must be made within 72 hours of receipt of invoice. Refunds are based on the date of payment and subject to State Statute 95-11. Some fees are not refundable. EXHIBIT C INSURANCE REQUIREMENTS BUSINESS GRANT AGREEMENTS OMNI CRA I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami listed as additional insured OMNI CRA listed as additional insured Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 300,000 B. Endorsements Required City of Miami listed as an additional insured OMNI CRA as additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer' s Liability Page 18 of 20 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 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. Page 19 of 20 ACOR1® �� CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 07/01/2024 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 Procom Insurance Underwriters 4909 SW 74th Ct. Miami FL 33155 CONTACT NAME: Isidro01 PAX (AHicNr o. Exn: (305) 740-4460 (A/CC, No): (305) 740-4469 E-MAIL ADDRESS: rocomcor ADDRESS: CAP P.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: TRISURA SPECIALTY INSURANCE COMPANY INSURED TOMORROWLAND, LLC. 1368 North Miami Ave. Miami FL 33136- INSURER B INSURER C : INSURER D : INSURER E : INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL !NSW SUBR WVD POLICY NUMBER POLICY EFF L(MM/DD/YYYY) POLICY EXP (MM/DD!YYYYL LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y OSU1008844-00 06/20/2024 06/20/2025 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE RENTED PREMISES TO(Eaoccurrence) $ 100,000 X 0 BI/PD DED MED EXP (Any one person) $ EXCLUDED PERSONAL&ADVINJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PRO- JECT PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON -OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB _ OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N 1 A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A LIQUOR LIABILITY 0SU1008844-00 06/20/2024 06/20/2025 1,000,000 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) BAR/TAPAS RESTAURANT City of Miami IS LISTED AS ADDITIONAL INSURED WITH RESPECT TO GENERAL LIABILITY ON PRIMARY NON CONTRIBUTORY BASIC CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2 AVE MIAMI FL 33130 ACORD 25 (2016/03) 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 REPRESE ATIVE I` ?201 ''fie% D CORP RATION. All rights reserved. The ACORD name and logo are registeredarks of AC ,'' D ISIDRO L. GU ACORL® CERTIFICATE OF LIABILITY INSURANCE `.-------- DATE (MMIDD/YYYY) 07/01 /2024 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 ' Procom Insurance Underwriters 4909 SW 74th Ct. Miami FL 33155 CONTACT NAME: Isiurou i LAICr PHONE. Exn. (305) 740 4460 FAX No): (305) 740-4469 E-MAIL ADDRESS: Mbruna@procomcorp.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: TRISURA SPECIALTY INSURANCE COMPANY INSURED TOMORROWLAND, LLC. 1368 North Miami Ave. Miami FL 33136- INSURER B INSURERC: INSURER D : INSURER E : INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUER WVD POLICY NUMBER POLICY EFF (MM/DDYYY) /Y POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y OSU1008844-00 06/20/2024 06/20/2025 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE RENTED PREM SESO(Ea occurrence) $ 100,000 X 0 BI/PD DED MED EXP (Any one person) $ EXCLUDED PERSONAL&ADVINJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PRO- JECT _ PER: LOC _ GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON -OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A LIQUOR LIABILITY 0SU1008844-00 06/20/2024 06/20/2025 1,000,000 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) BAR/TAPAS RESTAURANT Omni CRA: Omni CRA listed as additional insured with respect to general liability on a primary and non-contributory basis. CERTIFICATE HOLDER CANCELLATION OMNI-CRA 1401 N. Miami Avenue, Miami, FL 33136 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 REPRBSINT' IVE ISIDRO L. GU 1988-2015 CORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD TOMORROWLAND 1368 North Miami Avenue May 28, 2024 RE: TOMORROWLAND LLC To Whom It May Concern, This letter is in reference to the insurance required for Tomorrowland LLC, located at 1368 North Miami Avenue. We do not believe that the automobile insurance and workers compensation requirements should apply to us at this time. We do not/will not have any company owned vehicles, nor are there any employees at this time. Once we hire and open, our workers compensation will be activated in conjunction with our payroll. If you have any questions, or concerns, please do not hesitate to call me. Sincerest thanks, J sica Fuentes Victor Partner Tomorrowland. LLC EXHIBIT D GRANTEE'S Certificate of Corporate Authorization And Corporate Status/ Sunbiz Page 20 of 20 CERTIFICATE OF AUTHORITY STATE OF FLORIDA ) ) SS / EIN: 81-5470112 COUNTY OF MIAMI-DADE ) I HEREBY CERTIFY that a meeting of the members Tomorrowland., a Florida Limited Liability Company (the "Company"), organized and existing under the laws of the State of Florida held on S , of 4441E24, the following resolution was duly passed and adopted: "RESOLVED, the following 1. Tomorrowland, LLC is a restaurant that is physically located within the boundaries of the Omni CRA at 1368 North Miami Avenue, Florida 33132. 2. Jessica F. Fuentes Victor and Luis O. Fuentes are the authorized members of Tomorrowland, LLC. Jessica F. Fuentes Victor is authorized to execute all Grant Agreement, each made by the Omni Redevelopment District Community Redevelopment Agency ("CRA") to Tomorrowland, LLC and dated on or about the date hereof. I further certify that said resolution is now in full force and effect. IN WITNESS WHEREOF, the undersigned has hereunto set its hand as of the day and year first above written. (Printed typed or stamped commissioned) TOMORROWLAND, LLC a Florida Limited Liability Company By: Print -Dame _ ca F. Fuentes Victor title: Authorized Representative By: ~-- Print Name: Luis O. Fuentes` Title: Authorized Representative Sworn to and subscribed before me this day of 2024, Jessica F. Fuentes Victor, Authorized Representative of Tomorrowland, LLC, on behalf of said entity who is ( ) personally known by me or has provided the following identification Notary ' ,lic — S "e o' Florida %121 My commission expires (Printed, typed or stamped commissioned 5/2/24, 1:55 PM Detail by Entity Name DIVISION OF CORPORATIONS 1r Div El rif r j/ff9l-.�r"w c ✓ hlp Dp lr rl' w official Liate of f iwl!la srr leaid� Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Limited Liability Company TOMORROWLAND, LLC Filing Information Document Number L17000020141 FEI/EIN Number 81-5470112 Date Filed 01/25/2017 Effective Date 01/25/2017 State FL Status ACTIVE Last Event REINSTATEMENT Event Date Filed 10/07/2019 Principal Address 1368 NORTH MIAMI AVENUE MIAMI, FL 33127 Mailing Address 732 41ST STREET MIAMI BEACH, FL 33140 Registered Agent Name & Address VICTOR, JESSICA FUENTES 732 41 ST STREET MIAMI BEACH, FL 33140 Name Changed: 07/28/2023 Authorized Person(s) Detail Name & Address Title AR Fuentes Victor, Jessica F 1233 San Ignacio Avenue coral gables, FL 33146 Title AR https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=TOMORR.. 1 /2 5/2/24, 1:55 PM FUENTES, LUIS 0 1001 BASS POINT RD MIAMI SPRINGS, FL 33166 Annual Reports Report Year Filed Date 2022 09/21/2022 2023 07/28/2023 2024 05/01/2024 Document Images 05/01 /2024 -- ANNUAL REPORT 07/28/2023 --ANNUAL REPORT 09/21/2022 --ANNUAL REPORT 04/30/2021 --ANNUAL REPORT 05/07/2020 --ANNUAL REPORT 10/07/2019 -- REINSTATEMENT 04/19/2018 --ANNUAL REPORT 01/25/2017 -- Florida Limited Liability View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Detail by Entity Name Florida Department of State, Division of Corporations https://search.sunbiz.org/I nquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=TOMORR... 2/2 Olivera, Rosemary From: De Los Santos, Jesly Sent: Wednesday, August 7, 2024 5:39 PM To: Olivera, Rosemary; Ewan, Nicole; Hannon, Todd Cc: Jones, Isiaa; Llop-Noy, Frances; Codio, Charice; Pereira, Raymond Subject: Tomorrow Land LLC Attachments: Fully Executed - Tomorrow Land LLC - 08-07-2024.pdf Good afternoon, Please find attached a fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Thankyou, Jesly De Los Santos Executive Assistant, OMNI-CRA 1401 N. Miami Avenue, Miami, FL 33136 Off: 305 679-6856 Email: jdelossantos@miamigov.com Website: www.omnicra.com Ornni cRA Disclaimer: This e-mail is intended only for the individual(s) or entity(s) named within the message. This e-mail may contain legally privileged and confidential information. If you properly received this e-mail as a client or retained expert, please hold it in confidence to protect the attorney -client or work product privileges. Should the intended recipient forward or disclose this message to another person or party, that action could constitute a waiver of the attorney -client privilege. If the reader of this message is not the intended recipient, or the agent responsible to deliver it to the intended recipient, you are hereby notified that any review, dissemination, distribution or copying of this communication is prohibited by the sender and to do so might constitute a violation of the Electronic Communications Privacy Act, 18 U.S.C. section 2510-2521. Please notify us by reply e-mail and delete the original message. Nothing in this e-mail message shall, in and of itself, create an attorney -client relationship with the sender. Under Florida Law, e-mail addresses and the contents of the e-mail are public records. If you do not want your e-mail address, or the contents of the e-mail, released in response to a public records request, do not send electronic mail to this entity. Instead, contact this office by phone or in writing. 1