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HomeMy WebLinkAbout25478AGREEMENT INFORMATION AGREEMENT NUMBER 25478 NAME/TYPE OF AGREEMENT SEOPW CRA & LE CHIEN GOURMET LLC DESCRIPTION GRANT AGREEMENT/BUILD-OUT IMPROVEMENTS & REPAIRS AT 1038 NW 3RD AVE MIAMI, FL 33136/FILE ID: 13612/CRA-R-23-0009 EFFECTIVE DATE February 18, 2025 ATTESTED BY TODD B. HANNON ATTESTED DATE 2/14/2025 DATE RECEIVED FROM ISSUING DEPT. 2/27/2025 NOTE a v-n & GRANT AGREEMENT This GRANT AGREEMENT ("Agreement") is made as of this May day of 2025 ("Effective Date") by and between SOUTHEAST OVERTOWN/PARK WEST C UNITY REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("SEOPW CRA"), and LE CHIEN GOURMET LLC, a Florida limited liability company ("Grantee") (collectively, the "Parties"). RECITALS WHEREAS, the SEOPW CRA is a community redevelopment agency created pursuant to the Community Redevelopment Act of 1969, currently codified in, Part III, Chapter 163, Florida Statutes (the "Act"), and is responsible for carrying out community redevelopment activities and projects within its redevelopment area ("Redevelopment Area") in accordance with the 2018 Updated Southeast Overtown/Park West Redevelopment Plan (the "Plan"); and WHEREAS, pursuant to Florida Statutes, Section 163.340(9) of the Act, "community redevelopment means projects of a "... community redevelopment agency in a community redevelopment area for the elimination and prevention of the development or spread of slum and blight"; and WHEREAS, Section 2, Goal 4 of the Plan lists "[c]reat[ing] ... life sustainable jobs to residents [with]in the ... community" as a stated redevelopment goal; and WHEREAS, Section 2, Goal 6 of the Plan, lists "improv[ing] the quality of life for residents" as a stated redevelopment goal; and WHEREAS, Section 2, Principle 4 of the Plan promotes "a variety in employment opportunities" for existing residents as a stated guided principle; and WHEREAS, Section 2, Principle 6 of the Plan promotes "address[ing], improv[ing] ... and expand[ing] economic opportunities of present and future residents...," as a stated guided principle; and WHEREAS, Grantee, a Florida limited liability company, has its main place of business located at 1038 N.W. 3' Avenue, Miami, Florida, 33136 ("Property"), which is in need of support for build -out improvements and repairs to the Property (the "Project"); and WHEREAS, Grantee requested a grant from the SEOPW CRA in order to undertake the finalization of the Project ("Purpose"); and WHEREAS, on March 9, 2023, the SEOPW CRA Board of Commissioners passed and adopted Resolution No. CRA-R-23-0009, attached hereto as Exhibit "A", authorizing the issuance of a grant, in an amount not to exceed Fifteen Thousand Dollars and Zero Cents ($15,000.00) (the "Grant"), to Grantee to underwrite costs associated with the Project; and WHEREAS, the Parties wish to enter into this Agreement to set forth the terms and conditions relating to the use of this Grant. NOW THEREFORE, in consideration of the mutual promises of the parties contained herein and other good and valuable consideration, receipt, and sufficiency of which is hereby acknowledged, the SEOPW CRA and Grantee agree as follows: 1 1. RECITALS. The Recitals to this Agreement are true and correct and are incorporated herein by referenced and made a part hereof. 2. GRANT. Subject to the terms and conditions set forth herein and Grantee's compliance with all of its obligations hereunder, the SEOPW CRA hereby agrees to make available to Grantee funds not to exceed the authorized amount, pursuant to CRA-R-23-0009, to be used exclusively for the Purpose stated herein and disbursed in the manner hereinafter provided. 3. USE OF GRANT. The Grant shall be used to assist with the Project during the Term (as defined in Section 4) of this Agreement, in accordance with the Project's approved scope of work and budget ("Project Budget"), attached hereto as Exhibit "B." Grantee is aware that the SEOPW CRA is not obligated to expend additional funds beyond the authorized amount. 4. TERM. a. INITIAL TERM. The term of this Agreement shall commence on the Effective Date written above and shall terminate September 30, 2025, or once Grantee has fulfilled the Purpose for which funds were appropriated, whichever occurs first. However, the following rights of the SEOPW CRA shall survive the expiration or early termination of this Agreement: to audit or inspect; to require reversion of assets; to enforce representations, warranties, and certifications; to exercise entitlement to remedies, limitation of liability, indemnification, and recovery of fees and costs. b. RENEWAL OPTION. Solely under its discretion and/or subject to available funding, the SEOPW CRA may elect to extend this Agreement for up to three (3) additional terms of one (1) year each, upon the same terms and conditions set forth herein. 5. DISBURSEMENT OF GRANT. a. GENERALLY. Subject to the terms and conditions contained in this Agreement, the SEOPW CRA shall make available to Grantee funds in an amount not to exceed Fifteen Thousand Dollars and Zero Cents ($15,000.00). In no event shall payments to Grantee under this Agreement exceed Fifteen Thousand Dollars and Zero Cents ($15,000.00). Payments shall be made to Grantee or directly to vendors on behalf of Grantee, only after receipt and approval of requests for disbursements in accordance with Exhibit "B." b. DEPOSIT OF GRANT FUNDS INTO SEPARATE CHECKING ACCOUNT. A separate checking account must be created for the sole purpose of depositing SEOPW CRA grant funds, prior to the disbursement of any grant funds. Said account shall not be used to deposit funds from other funding sources or to make payments other than to transfer funds to the Grantee's general operating checking account. c. REQUESTS FOR DISBURSEMENT OF FUNDS. All requests for the disbursement of funds by Grantee shall be submitted in writing to the SEOPW CRA by Grantee's authorized representative prior to the termination of this Agreement. All such requests must be accompanied by supporting documents reflecting the use of funds and/or expenditures incurred, and that the request is being made in accordance with the approved Project Budget, as reflected in Exhibit "B," for expenditures incurred during the Tenn of this Agreement. For purposes of this Agreement, "supporting documentation" may include invoices, receipts, photographs, and any other materials evidencing the expense incurred. Grantee agrees that all invoices or receipts reflecting the expenses incurred in connection to the Project shall be in Grantee's name, and not in the name of the SEOPW CRA in light of Grantee's inability to bind the SEOPW CRA to any legal and/or monetary obligation whatsoever. The SEOPW CRA reserves the right to request additional supporting documentation for any expenditures, and the SEOPW CRA reserves the right to deny any and all requests it deems to be outside of the approved Project Budget. Grantee's failure to provide additional supporting documentation or explanation regarding expenses incurred, when requested 2 by the SEOPW CRA, shall serve as grounds for immediate termination of this Agreement, and Grantee solely shall bear all costs associated with any expenditures not approved by the SEOPW CRA. d. PRE -APPROVAL OF EXPENSES. Grantee agrees to submit to the SEOPW CRA all requests for the expenditure of Grant funds for pre -approval by the SEOPW CRA. Failure to submit said requests prior to incurring expenses may result in the Grantee bearing the costs incurred. The SEOPW CRA shall review said requests to ensure that the expense sought to be incurred by the Grantee is an expense within the approved Project Budget, attached hereto as Exhibit "B," and the SEOPW CRA reserves the right to deny any and all requests it deems to be outside of the approved Project Budget. e. APPROVAL OF BUDGET MODIFICATIONS. Grantee agrees to submit any and all budget modifications, in writing, including line -item expenditures and descriptions, which exceed the budgeted amount, to the Executive Director for approval. f. CASH AND MOBILE PAYMENT TRANSACTIONS PROHIBITED. The Parties agree that no payment will be made to Grantee as a reimbursement for any Project -specific expenditure paid in cash or via mobile payment application(s), including, but not limited to, Cash App, Zelle, PayPal, and Venmo. Grantee acknowledges that cash and mobile payment transactions are insufficient per se to comply with record -keeping requirements under this Agreement. g. NO ADVANCE PAYMENTS. The SEOPW CRA shall not make advance payments to Grantee or Grantee's vendors for services not performed or for goods, materials, or equipment which have not been delivered to Grantee for use in connection with the Project. 6. COMPLIANCE WITH POLICIES AND PROCEDURES. Grantee understands that the use of the Grant is subject to specific reporting, record keeping, administrative, and contracting guidelines and other requirements affecting the SEOPW CRA activities in issuing the funds. SEOPW CRA agrees to provide notice of said guidelines and other requirements to the Grantee in advance of requiring compliance with same. Without limiting the generality of the foregoing, the Grantee represents and warrants that it will comply, and the Grant will be used in accordance with all applicable federal, state and local codes, laws, rules, and regulations. 7. REMEDIES FOR NON-COMPLIANCE. If Grantee fails to perform any of its obligations or covenants hereunder, or materially breaches any of the terms contained in this Agreement, the SEOPW CRA shall have the right to take one or more of the following actions: 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 part of the cost for the activity or action not in compliance; d. Withhold further awards for the Project; or e. Take such other remedies that may be legally permitted. 8. RECORDS AND REPORTS/AUDITS AND EVALUATION. a. PUBLIC RECORDS; MAINTENANCE OF RECORDS. This Agreement shall be subject to Florida's Public Records Laws, Chapter 119, Florida Statutes. The parties understand the broad nature of these laws and agree to comply with Florida's Public Records Laws, and laws relating to records retention. Moreover, in furtherance of the SEOPW CRA audit rights in Section 8(c) below, Grantee acknowledges and accepts the SEOPW CRA right to access Grantee's records, legal representatives' and contractors' records, and the obligation of Grantee to retain and to make those records available upon request, and in accordance with all applicable laws. 3 Grantee shall keep and maintain records to show its compliance with this Agreement. In addition, Grantee's contractors and subcontractors must make available, upon the SEOPW CRA request, any books, documents, papers, and records which are directly pertinent to this specific Agreement for the purpose of making audit, examination, excerpts, and transcriptions. Grantee, its contractors and subcontractors shall retain records related to this Agreement or the Project for a period of five (5) years after the expiration, early termination or cancellation of this Agreement. b. REPORTS. Grantee shall deliver to the SEOPW CRA reports relating to the use of Grant as requested by the SEOPW CRA, from time to time and as detailed herein. Failure to provide said reports shall result in funds being withheld until Grantee has complied with this provision. Thereafter, continued failure by Grantee in providing such reports shall be considered a default under this Agreement. c. AUDIT RIGHTS. The SEOPW CRA shall have the right to conduct audits of Grantee's records pertaining to the Grant and to visit the Project site, in order to conduct its monitoring and evaluation activities. Grantee agrees to cooperate with the SEOPW CRA in the performance of these activities. Such audits shall take place at a mutually agreeable date and time. d. FAILURE TO COMPLY. Grantee's failure to comply with these requirements or the receipt or discovery (by monitoring or evaluation) by the SEOPW CRA of any inconsistent, incomplete, or inadequate information shall be grounds for the immediate termination of this Agreement by the SEOPW CRA. 9. UNUSED FUNDS. Upon the expiration of the Term of this Agreement, Grantee shall transfer to the SEOPW CRA any unused funds on hand at the time of such expiration, as defined in Section 4 of this Agreement. 10. REPRESENTATIONS; WARRANTIES; CERTIFICATIONS. Grantee represents, warrants, and certifies the following: a. INVOICES. Invoices for all expenditures paid for by Grantee shall be submitted to the SEOPW CRA for review and approval in accordance with the terms set forth in this Agreement. Grantee, through its authorized representative, shall certify that work reflected in said invoices has, in fact, been performed in accordance with the approved Project Budget set forth in Exhibit "B." b. EXPENDITURES. Grant funds disbursed under this Agreement shall be used solely for the Project in accordance with the approved Project Budget set forth in Exhibit "B." All expenditures of funds shall be made in accordance with the provisions of this Agreement. c. SEPARATE ACCOUNTS. This Grant shall not be co -mingled with any other funds, and separate accounts and accounting records shall be maintained. d. POLITICAL ACTIVITIES. No expenditure of this Grant shall be used for political activities. e. LIABILITY GENERALLY. Grantee shall be liable to the SEOPW CRA for the amount of the Grant expended in any manner inconsistent with this Agreement. f. AUTHORITY. This Agreement has been duly authorized by all necessary actions on the part of, and has been, or will be, duly executed and delivered by Grantee, and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof: (i) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein; (ii) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on any indenture, mortgage, deed of trust, 4 bank loan, or credit agreement, applicable ordinances, resolutions, or on the date of this Agreement, any other agreement or instrument to which Grantee is a party; or (iii) contravenes or results in any breach of, or default under any other agreement to which Grantee is a party, or results in the creation of any lien or encumbrances upon any property of Grantee. 11. NON-DISCRIMINATION. Grantee, for itself and on behalf of its contractors and sub -contractors, agrees that it shall not discriminate on the basis of race, sex, color, religion, national origin, age, disability, or any other protected class prescribed by law in connection with its performance under this Agreement. Furthermore, Grantee represents that no otherwise qualified individual shall, solely, by reason of his/her/their race, sex, color, religion, national origin, age, disability, or any other member of a protected class be excluded from the participation in, be denied benefits of, or be subjected to discrimination under any project or activity receiving financial assistance pursuant to this Agreement. 12. CONFLICT OF INTEREST. Grantee 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 such conflict -of -interest provisions: a. Code of the City of Miami, Florida, Chapter 2, Article V. b. Miami -Dade County Code, Section 2-11.1. 13. CONTINGENCY. 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, or change in regulations. The SEOPW CRA shall not be liable to Grantee for amendment or termination of this Agreement pursuant to this Section. 14. MARKETING. a. PUBLICATION. In the event Grantee wishes to engage in any marketing efforts, Grantee shall, if approved by the SEOPW CRA in accordance with Section 14(b) below, produce, publish, advertise, disclose, or exhibit the SEOPW CRA name and/or logo, in acknowledgement of the SEOPW CRA contribution to the Project, in all forms of media and communications created by Grantee for the purpose of publication, promotion, illustration, advertising, trade, or any other lawful purpose, including but not limited to stationary, newspapers, periodicals, billboards, posters, email, direct mail, flyers, telephone, public events, and television, radio, or interne advertisements, or interviews. b. APPROVAL. The SEOPW CRA shall have the right to approve the form and placement of all acknowledgements described in Section 14(a) above, which approval shall not be unreasonably withheld. c. LIMITED USE. Grantee further agrees that the SEOPW CRA 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 SEOPW CRA name and logo, confers or may be construed as conferring upon Grantee any right, title, or interest whatsoever in the SEOPW CRA name and logo beyond the right granted in this Agreement. 15. DEFAULT. If Grantee fails to comply with any term or condition of this Agreement, or fails to perform any of Grantee's obligations hereunder, and Grantee does not cure such failure within thirty (30) days following receipt of written notice from the SEOPW CRA that such failure has occurred, then Grantee shall be in default. Upon the occurrence of such default hereunder the SEOPW CRA, in addition to all remedies available to it by law, may immediately, upon written notice to Grantee, terminate this Agreement whereupon all payments, advances, or other compensation paid by the SEOPW CRA directly to Grantee and utilized by Grantee in violation of this Agreement shall be immediately returned to the SEOPW CRA. Grantee understands and agrees that 5 termination of this Agreement under this section shall not release Grantee from any obligation accruing prior to the effective date of termination. 16. NO LIABILITY. In consideration for the issuance of Grant funds under this Agreement, Grantee hereby waives, releases, and discharges the SEOPW CRA, the City of Miami, its officers, employees, agents, representatives, or attorneys, whether disclosed or undisclosed, any and all liability for any injury or damage of any kind which may hereafter accrue to Grantee, its officers, directors, members, employees, agents, or representatives, with respect to any of the provisions of this Agreement or performance under this Agreement. Any liability of the SEOPW CRA under this Agreement shall be subject to the limitations imposed by Section 768.28, Florida Statutes. 17. SPECIFIC PERFORMANCE. In the event of breach of this Agreement by the SEOPW CRA, Grantee may only seek specific performance of this Agreement and any recovery shall be limited to the funding authorized for the services provided herein. In no event shall the SEOPW CRA be liable to the Grantee for any additional compensation, other than that provided herein, and/or required in the approved Project Budget attached hereto as Exhibit "B." 18. INDEMNIFICATION OF THE SEOPW CRA. Grantee agrees to indemnify, defend, protect and hold harmless the SEOPW CRA and the City of Miami from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "liabilities") for reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from or in connection with: (i) the performance or non-performance of the services, supplies, materials and equipment contemplated by this Agreement or the Project, including risk of loss of artwork on display, or otherwise stored within public premises for the duration of this Agreement or the Project, whether directly or indirectly caused, in whole or in part, by any act, omission, default, professional errors or omissions, or negligence (whether active or passive) of the Grantee or its employees, agents or subcontractors (collectively referred to as "Grantee"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default, breach, or negligence (whether active or passive) of the SEOPW CRA, unless such injuries or damages are ultimately proven to be the result of grossly negligent or willful acts or omissions on the part of the SEOPW CRA; or (ii) the failures of the Grantee to comply with any of the paragraph's provisions herein; or (iii) the failure of the Grantee, to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal, state, county, or city in connection with the granting or performance of this Agreement, or any Amendment to this Agreement. Grantee expressly agrees to indemnify and hold harmless the SEOPW CRA, from and against all liabilities which may be asserted by an employee or former employee of Grantee, any of subcontractors, or participants in the Project, as provided above, for which the Grantee's liability to such employee, former employee, subcontractor, or participant would otherwise be limited to payments under state Worker's Compensation or similar laws. 19. INSURANCE. Grantee shall, at all times during the term hereof, maintain such insurance coverage as provided in Exhibit "C" attached hereto. All such insurance, including renewals, shall be subject to the approval of the SEOPW CRA, or the City of Miami (which approval shall not be unreasonably withheld) for adequacy of protection and evidence of such coverage shall be furnished to the SEOPW CRA on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled, or materially changed during the performance of the Project under this Agreement without thirty (30) calendar days prior written notice (or in accordance to policy provisions) to the SEOPW CRA. Completed Certificates of Insurance shall be filed with the SEOPW CRA, to the extent practicable, prior to the performance of Services hereunder, provided, however, that Grantee shall at any time upon request by SEOPW CRA file duplicate copies of the policies of such insurance with the SEOPW CRA. 6 If, in the reasonable judgment of SEOPW CRA, prevailing conditions warrant the provision by Grantee of additional liability insurance coverage or coverage which is different -in kind SEOPW CRA reserves the right to require the provision by Grantee of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should Grantee fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following SEOPW CRA's written notice, this Agreement shall be considered terminated on the date the required change in policy coverage would otherwise take effect. Upon such termination, SEOPW CRA shall pay Grantee expenses incurred for the Project, prior to the date of termination but shall not be liable to Grantee for any additional compensation, or for any consequential or incidental damages. 20. DISPUTES. In the event of a dispute between the Parties as to the terms and conditions of this Agreement, the Parties shall proceed in good faith to resolve the dispute. If the Parties are not able to resolve the dispute within thirty (30) days of written notice to the other, the Parties agree to resolve any disputes between them arising from the alleged violation of the terms of this Agreement, in accordance with Section 18-105, of the Code of the City of Miami, as amended ("City Code"). 21. INTERPRETATION. a. 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. b. 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 SEOPW CRA and Grantee relating to the Agreement. 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 parties. The masculine (or neuter) pronoun and the singular number shall include the masculine, feminine and neuter genders and the singular and plural number. The word "including" followed by any specific item(s) is deemed to refer to examples rather than to be words of limitation. c. CONTRACTUAL INTERPRETATION. 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. d. 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. e. CONFLICTING TERMS. In the event of a conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms of this Agreement shall govern. f. 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. 7 g. 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 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. h. THIRD -PARTY BENEFICIARIES. No provision of this Agreement shall, in any way, inure to the benefit of any third party so as to make such third party a beneficiary of this Agreement, or of any one or more of the terms hereof or otherwise give rise to any cause of action in any party not a party hereto. 22. AMENDMENTS. No amendment to this Agreement shall be binding on either party, unless in writing and signed by both parties. 23. DOCUMENT OWNERSHIP. Upon request by the SEOPW CRA, all documents developed by Grantee shall be delivered to the SEOPW CRA upon completion of this Agreement, and may be used by the SEOPW 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 Public Records Law, Chapter 119, Florida Statutes. It is further understood by and between the parties that any document which is given by the SEOPW CRA to Grantee pursuant to this Agreement shall at all times remain the property of the SEOPW CRA and shall not be used by Grantee for any other purpose whatsoever, without the written consent of the SEOPW CRA. 24. AWARD OF AGREEMENT. Grantee warrants that it has not employed or retained any person employed by the SEOPW 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 SEOPW CRA any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of grant funds. 25. NON-DELEGABILITY. The obligations of Grantee under this Agreement shall not be delegated or assigned to any other party without the SEOPW CRA prior written consent which may be withheld by the SEOPW CRA, in its sole discretion. 26. TERMINATION. The SEOPW CRA reserves the right to terminate this Agreement, at any time for any reason upon giving five (5) days written notice of termination to Grantee. Should the SEOPW CRA terminate this Agreement, the SEOPW CRA will be relieved of all obligations under this Agreement. In no way shall the SEOPW CRA be subjected to any liability or exposure for the termination of this Agreement under this Section. 27. 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 day after being posted, or the date of actual receipt or refusal of delivery, whichever is earlier. To SEOPW CRA: Southeast Overtown/Park West Community Redevelopment Agency c/o James D. McQueen, Executive Director 819 N.W. 2nd Avenue, 3rd Floor Miami, FL 33136 Email: JMcQueen@miamigov.com 8 With copies to: Vincent T. Brown, Esq., Staff Counsel Email: VTbrown@miamigov.com To Grantee: Le Chien Gourmet LLC c/o Rekha Rayo, Authorized Member 2784 S.W. 34th Avenue Miami, FL 33133 Email: rekhakanhai0@gmail.com 28. INDEPENDENT CONTRACTOR. Grantee, its contractors, subcontractors, employees, agents, and participants in the Project shall be deemed to be independent contractors, and not agents or employees of the SEOPW CRA, and shall not attain any rights or benefits under the civil service or retirement/pension Projects of the SEOPW CRA, or any rights generally afforded its employees; further, they shall not be deemed entitled to Florida Workers' Compensation benefits as employees of the SEOPW CRA. 29. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 30. COUNTERPARTS AND ELECTRONIC SIGNATURES. This Agreement may be simultaneously executed in multiple counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed to be an original. The facsimile or other electronically delivered signatures of the parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals. 31. MISCELLANEOUS. a. In the event of any litigation between the parties under this Agreement, the parties shall bear their own attorneys' fees and costs at trial and appellate levels. b. Time shall be of the essence for each and every provision of this Agreement. c. All exhibits attached to this Agreement are incorporated herein, and made a part of this Agreement. [Signature Page Follows] 9 IN WITNESS WHEREOF, in consideration of the mutual entry into this Agreement, for other good and valuable consideration, and intending to be legally bound, the SEOPW CRA and Grantee have executed this Agreement. ATTEST: Todd B. Clerk of the Board APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: Vincent T. Brown, Esq. Staff Counsel WITNESSES: By: Print: �9Et�l �� LZ.l,� i�Nt-114i By: Print: By: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ames D. McQueen Executive Director APPROVED AS TO INSURANCE REQUIREMENTS: By: Ann -Marie Sharpe Director of Risk Management By: 10 LE CHIEN GOURMET LLC, a Florida limited liability company By: Rekha Rayo, Authorized Member Presi IN WITNESS WHEREOF, in :consideration of the mutual entry into this Agreement, for other good and valuable consideration, and intending to be:legally bound; the SEOPW CRA and Grantee have .executed this Agreement. SOUTHEAST OVERTOWN/PARK. WEST COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami; a_public agency and body corporatecreated pursuant to Section 163.356,.Florida Statutes ATTEST: By:. By: Todd B. Hannon James.D'. McQueen Clerk of the Board Executive Director APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: Vincent T. Brown,: Esq.. Staff. Counsel WITNESSES: By: Print: By: Print: APPROVED AS TO INSURANCE By:x� ! aowiv) By: IO ilia=lVlafie: Sharpe Director of Risk Management LE CHIEN GOURMET LLC; a Florida limited liability company. By: Rekha Rayo, -Authorized Member Presi Exhibit "A" Resolution No. CRA-R-23-0009 11 Southeast Overtown/Park West Community Redevelopment Agency Legislation CRA Resolution: CRA-R-23-0009 File Number: 13612 Final Action Date:3/9/2023 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA") BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE EXECUTIVE DIRECTOR'S RECOMMENDATION AND FINDING THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR ADVANTAGEOUS PURSUANT TO SECTIONS 18- 85 AND 18-86 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, AS ADOPTED BY THE SEOPW CRA; WAIVING THE REQUIREMENTS FOR COMPETITIVE SEALED BIDDING AS NOT BEING PRACTICABLE OR ADVANTAGEOUS TO THE SEOPW CRA; AUTHORIZING THE ALLOCATION OF GRANT FUNDS TO LE CHIEN GOURMET, LLC ("LE CHIEN") IN AN AMOUNT NOT TO EXCEED FIFTEEN THOUSAND DOLLARS AND ZERO CENTS ($15,000.00) ("FUNDS") FOR BUILD -OUT IMPROVEMENTS AND REPAIRS FOR THE PROPERTY LOCATED AT 1038 N.W. 3RD AVENUE, MIAMI, FLORIDA 33136 ("PROPERTY"); AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN AGREEMENT, INCLUDING AND ALL DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO THE GENERAL COUNSEL FOR SAID PURPOSE; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION; DERIVING FUNDS FROM THE SEOPW CRA TAX INCREMENT FUND, "OTHER GRANTS AND AIDS," ACCOUNT CODE NO. 10050.920101.883000.0000.00000, SUBJECT TO THE AVAILABILITY OF FUNDS AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the SEOPW CRA 2018 Redevelopment Plan Update ("Plan"); and WHEREAS, Section 2, Goals 4 and 6, of the Plan lists the "creation of jobs within the community" and "improving quality of life for residents" as stated redevelopment goals; and WHEREAS, Section 2, Principle 4, of the Plan provides, that "employment opportunities be made available to existing residents ...' ; and WHEREAS, Section 2, Principle 6, at page 15 provides, that in order to "address and improve the neighborhood economy and expand economic opportunities of present and future residents and businesses, ... it is necessary to support and enhance existing businesses and ... attract new businesses that provide needed services and economic opportunities ...."; and City of Miami Page 1 of 2 File ID: 13612 (Revision:) Printed On: 4/17/2023 File ID: 13612 Enactment Number: CRA-R-23-0009 WHEREAS, Le Chien Gourmet LLC ("Le Chien"), a Florida Limited Liability Company is the proprietor of the property located at 1038 N.W. 3rd Avenue, Miami, Florida 33136 ("Property"); and WHEREAS, Le Chien has requested assistance in the form of a grant for miscellaneous build -out improvements and repairs to the Property; and WHEREAS, based on the recommendation and finding of the Executive Director, it is in the SEOPW CRA's best interest for the Board of Commissioners to authorize, by an affirmative four -fifths (4/5ths) vote, a waiver of competitive sealed bidding procedures pursuant to Section 18-85 and 18-86 of the Code of the City of Miami, Florida, as amended ("City Code"), as adopted by the SEOPW CRA, the issuance of grant funds to Le Chien, in an amount not to exceed Fifteen Thousand Dollars and Zero Cents ($15,000.00) ("Funds"); and WHEREAS, the Board of Commissioners finds that authorizing this Resolution would further the aforementioned redevelopment goals and objectives; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY 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 herein as if fully set forth in this Section. Section 2. By a four -fifths (4/5ths) affirmative vote, after an advertised public hearing, the Executive Director's recommendation, and written findings pursuant to Section 18-85 and 18-86 of the City Code, as adopted by the SEOPW CRA, are ratified, and confirmed and the requirements for competitive sealed bidding and competitive negotiation methods as not being practicable or advantageous to the SEOPW CRA are waived. Section 3. The Executive Director is hereby authorized to disperse Funds, at his discretion, on a reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory documentation from the SEOPW Tax Increment Fund, entitled "Other Grants and Aids," Account Code No. 10050.920101.883000.0000.00000 to Le Chien Gourmet, LLC for the build -out improvements and repairs at the Property. Section 4. The Executive Director is authorized to negotiate and execute an agreement, including any and all documents, and all -in forms acceptable to the General Counsel, for said Purpose. Section 5. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: V, ounsel 3/3/2023 City of Miami Page 2 of 2 File ID: 13612 (Revision:) Printed on: 4/17/2023 Exhibit "B" Project Budget 12 Le Chien Gourment - grant request cost breakdown Electrical upgrades - Electrik Pros LLC proposal $2,945 Miscellaneous improvements - Amit Construction proposal $3,675 Sewer line camera investigation $520 Sewer line replacement/concrete slab replacement $3,021 (allowance) Storefront glass film $1,009 Exterior sign $3,830 Total Total Grant Amount $15,000 $15,000 12-05-2022 To whom it may concern. My name is Rekha Kanhai and I am the sole owner of Le chien gourmet located on 1038 NW 3' Avenue, we are opening up a dog grooming salon with a weekly mobile visit. We are a small, minority and female owned business. Our ask from the CRA Overtown is to request funding to expand and finish our construction in our store, which include plumbing repairs, exterior painting front and back of the store, electrical work, tiling of the walls, install new flooring, leveling outdoor front entrance. Le chien gourmet, started in 2017 as a holistic dog food company and as of 2020 we added our grooming concept to our existing brand. We work solely with local suppliers and are proud to be a local business in Miami. Our plan is to create 10 positions within our store, and to only hire locally, along with that we are partnering up with several schools that cater to students with disabilities to create more job placements. We are excited to be an add -on to the wonderful existing small businesses in Overtown on NW 3rd avenue. We have partnered up with 5 residential buildings to offer 20% discounts in our loyalty program. Over the last 3 years we have seen an influx of dog owners moving to the city of Overtown besides the already existing family dog owners. We also noticed that there is a big flea/tick issue in Overtown and there is no immediate veternarian to attend to. We would be provided a mobile vet our facility to make this more convenient and in walking distance from the community. Regards, Le chien gourmet LLC 1038 NW 3rd Avenue Miami FL 33133 info@lechiengourmet.us BILL TO Rekha Rayl 1038 Northwest 3rd Avenue Miami, FL 33136 USA JOB ADDRESS Rekha Rayl 1038 Northwest 3rd Avenue Miami. FL 33136 USA Electrik Pros LLC 5201 Blue Lagoon Dr #800Miami. FL 33126 ESTIMATE 40638538 ESTIMATE DATE Feb 02, 2023 ESTIMATE DETAILS Job: 6742 USB outlets and GFCI protection for all outlets: We will install 9 new 20A USB outlets in existing locations throughout the building. We will install 2 new 20A GFCI outlets in the existing locations in the bathrooms. We will install 1 new circuit through existing conduit allowing us to add 4 new outlet locations. on a new circuit, as operation of multiple dryers on 1 circuit will cause an overload breaker trip. We will install 4 new 20A USB outlets in the 4 new locations we will install in client desired locations. We will install 5 new 20A GFCI breakers that control outlets in the building, assuring all outlets will be GFCI protected for personal safety during use. ***This installation could result in some drywall damage, which we will try and avoid if possible. Repair of drywall is not included in this scope. TASK DESCRIPTION QTY PRICE TOTAL GFCI We will install 9 new 20A USB outlets in existing locations throughout 1.00 $2,945.00 $2,945.00 protection of the building. We will install 2 new 20A GFCI outlets in the existing all outlets and locations in the bathrooms. USB outlet We will install 1 new circuit through existing conduit allowing us to installation. add 4 new outlet locations, on a new circuit, as operation of multiple dryers on 1 circuit will cause an overload breaker trip. We will install 4 new 20A USB outlets in the 4 new locations we will install in client desired locations. We will install 5 new 20A GFCI breakers that control outlets in the building, assuring all outlets will be GFCI protected for personal safety during use. Estimate #40638538 Page 1 of 2 1038 NW 3rd Ave, Miami, FL 3313. AMIT CONSTRUCTION LLC This Remodeling proposal is provided by: AMIT CONSTRUCTION LLC Street 1250 South Miami Ave #1205 Email Amitconstructionllc@gmail.com Phone (925)-391-4558 City, State, Zip Miami, Florida, 33130 License # CGC1528550 AMIT CONSTRUCTION LLC is a licensed provider of residential & commercial construction & remodeling services. We specialize in custom home builds, renovations, and building additions. We are fully licensed and bonded, and have been operating in the Miami area for 6 years. We pride ourselves on offering top-notch quality at a reasonable price, and we stand by the craftsmanship that we provide. Each of our employees are thoroughly trained in their field of specialty, and we strive to always conduct ourselves with poise and professionalism. When you choose AM IT CONSTRUCTION LLC as your residential construction contractor, you geta true partner dedicated to building your vision. Project Description Remodeling GENERAL — SCOPE OF WORK: All work includes Tabor and material. 1. To paint store front white primer 2. To Install tile on the wall 14'-6"x5'-2" = 76 SOFT. 3. To replace the toilet 4. To patch the hole in the bathroom 5. To install Tight in the closet 6. To hand towel holder Proiect Pricing The table below shows our bid price for the project as it is described in this residential construction proposal. Name Price QTY Subtotal 1. To paint store front white primer. $750.00 1 $750.00 2. To Install tile on the wall 14'- 6"x5'-2" = 76 SQFT. $1,550.00 1 $1,550.00 3. To replace the toilet. $400.00 1 $400.00 4. To patch the hole in the bathroom. $250.00 1 $250.00 5. To install light in the closet. $550.00 1 $550.00 $175.00 1 $175.00 6. To hand towel holder Subtotal: $3,675.00 Deposit 50%: $1,837.50 3:53 4 Messages • ..,,SFIL-1J7713N5 WE FIX PIPES WITHOUT DIGGING Rekha Rayo 1038 Northwest 3rd Avenue Miami, FL 33136 t,� (347) 776-9513 ESTIMATE SCHEDULED DATE #685 Thu Dec 8, 2022 1:00pm $520.00 CONTACT US 13327 SW 135TH AVE Miami, FL 33186 r n • pro.housecallpro.com 3:53 4 Messages Camera inspection Video camera plumbing inspection pinpoints the trouble spot and helps visually confirm the cause of the problem. There could be several reasons for continually slow draining pipes and repetitive clogs. Video camera plumbing inspection shows the exact cause of the problem. Video camera plumbing inspections have also been used to locate lost jewelry and other items accidentally flushed down the drain or toilet. $ 520.00 re install toilet $0.00 Subtotal Tax (Credit Card Processing Fees 3.9%) Total APPROVE DECLINE WE FIX PIPES WITHOUT DIGGING 5520.00 $0.00 $520.00 http:f!www. sewersol.com pro.housecallpro.com Initially Camera inspection is $520.00 and additional cost for pipe repair is between $7500- $10, 000.00 MAX STUDIO. S16NS. O8 $IGN.C4tNt' No1373 7105 SW 8 STREET SUITE 206 MIAMI FL 33144 • TEL: 786 306 0639 • MAXSTUDIOSMIAMI®GMAIL.COM • WWW.PRINTINGBYMAX.COM SOLD TO: lechien gourmet DATE: 12/06/2022 ADDRESS: CITY: PHONE: FAX: INVOICE UNIT PRICE NET PRICE Job Description Frosted glass film windows installation 102 SQ FT (4) windows (1) door Deadline time frame 5-7 labor days after artworks are approved $1009.00 RECEIVED BY: OBSERVATIONS: 50% DEPOSIT We are not responsible inadvertently, Up to two changes after the second DATE ❑ CASH: ON ALL ORDERS for misprints after customer, ❑ CHECK # has given final approval on a job. in graphic designs are free CREDIT CARD one is $20 per proof. SUBTOTAL $1009.00 TAX $71.00 TOTAL $1 080.00 DEPOSIT $540.00 BALANCE $540.00 a4d wye kIi'1 'k1 Adwave Signs 35 NW 27th Ave Corner of Flagler & 27th Ave. Miami, FL 33125 Name / Address Le Chien Gourmet Theresa Tasker 1036NW3rd Ave Miami, FL 33136 Estimate Date Estimate # 10/5/2022 13453 Description Qty Rate Total Project: Le Chien Gourmet Location: 1036 NW 3rd Ave. Miami, FL 33136 To manufacture and install: One (1) double sided non -illuminated projecting sign with graphics applied installed on exterior wall Copy: LOGO + LE CHIEN GOURMET (36"W-- as per drawing) - Full color printed @ 300 dpi - LED illuminated - UL listed - Adwave 2 year warranty One (1) single sided cabinet sign with graphics applied installed on exterior wall Copy: LOGO + LE CHIEN GOURMET (7'W-- as per drawing) - Full Color Printed @ 300 dpi - Adwave 2 Yr Warranty Permitting- Submittal of Drawings, plans & permit processing cost. * Does not include permit fees from the City, will be added as per receipt. Plan Review by FL Certified Engineer, Sign & Seal Notes: * A dedicated electrical line must be furnished by others in order to power sign * Astronomical timer is not included. 1 l 2 2 1,480.00 1,250.00 400.00 150.00 1,480.00T 1,250.00T 800.00T 300.00T * Please note that a 50% Deposit is required on all orders to start processing. * Permit processing charges are Non -Refundable. * Our quotation does not include Permit Fees * Prices are valid for 30 days. Sales Tax (0.0%) $0.00 Total $3,830.00 The fact that the said sign and/or equipment shall be affixed to the premises shall in no way be Construed as making the said sign and/or equipment a part of the realty to which it is attached, it being the intention of the parties hereto that such sign and/or equipment shall remain personal property until paid in full. The Purchaser agrees to purchase such sign and/or equipment in pursuance of the terms hereof and to make the payments as above specified. IT IS agreed that the deposit on this order is non-refundable and that purchaser is liable for any charges incurred thereafter. IT IS AGREED that title to such sign and/or equipment and all property used in connection there with sign shall remain in the Company until payment in full shall have been made, as herein set forth, together with interest (maximum rate allowable in accordance with State law on any delinquent payments and until any note or security given therefore or any judgment obtained thereon is paid in full, and in case of default by the Purchaser in any payment or any portion thereof, when due, and in case of any other default by the Purchaser in the performance of any provision of this contract. the whole of such indebtness and entire unpaid balance shall at once become due and payable at the option of the Company. and the Company shall have the right to enter and remove the said property wherever the same may be found without being guilty of trespass or tort or liable for any damages whatsoever, and to retain all payments thereto for made as compensation for the use therefore. Purchaser will be responsible for any and all fees associated with the removal of the said sign/equipment and will also be responsible for reinstallation fees. if applicable. The Purchaser will be liable for unpaid balance together with all exchange charges and all costs or expenses incurred in collection of this unpaid balance or any part thereof by suit or otherwise, including reasonable attorneys fees, if placed in the hands of an attomey for collection. The Company agrees to have the above described equipment ready for delivery or installation within the period stated above (if stated above) from date of permit providing all necessary permits and approvals required from proper goveming authorities are delivered within a reasonable amount of time. In the event that the premises are not in condition to receive the equipment on the above specified delivery date, or in the event that no delivery date shall be specified in this agreement, the Company shall not be held responsible for placing such equipment in position on said premises on other than a straight time basis, and the Purchaser shall be required to give seven (7) days notice in writing to the Company, stating therein the exact date on which the premises will be in condition to receive the equipment. UNLESS OTHERWISE SPECIFIED, ALL PRIMARY ELECTRICAL, CIRCUITS AND TIME CLOCKS WILL BE PROVIDED BY THE PURCHASER. Primary electrical circuit must be within 8ft of the sign location. The Purchaser, if a lessee. agrees that he has full rights to have signs placed on said premises. and will obtain whatever authorization is or may be necessary from his Lessor. If after the initial visit for final inspection by the Company to the installation location, the inspection is denied for reasons that are not the direct responsibility of the Company, the Purchaser will b responsible for all fees incurred in relation to ameliorating the problem. The Company shall not be liable for any failure In the performance of its obligations under this agreement, which may result from strikes or acts of Labor Unions, fires, floods, earthquakes, or Acts of God, war or other conditions or contingencies beyond its control, and shall not be liable for wear or breakage, windstorm, or hurricane, or acts caused by negligence on the part of the purchaser, his agents and employees. The foregoing covers the entire agreement between the parties hereto, and no statement, remark, agreement, or understanding, verbal or written not contained herein, will be recognized. The full remaining balance is due upon installation of the sign, and not upon final inspection. Permits are obtained under Adwave Graphics, Inc contractor's license and the permits will be closed within the time allotted by the municipality and is not a reason for nonpayment. APPROVED BY DATE: Phone # Fax # E-mail Web Site 305-643-8020 305-456-8324 info@adwavegraphics.com www.adwavegraphics.com Exhibit "C" Insurance Coverages 13 INSURANCE REQUIREMENTS - LE CHIEN GOURMET, LLC 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 & SEOPWCRA listed as additional insured. Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami & Southeast Overtown Park West Community Redevelopment Agency listed as an additional insured. The City of Miami Building Department 444 SW 2nd Ave Miami, FL 33130-0000 Southeast Overtown Park West Community Redevelopment Agency 819 NW 2nd Avenue, 3rd Floor Miami, FL 33136-0000 III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident. $100,000 for bodily injury caused by disease, each employee. $500,000 for bodily injury caused by disease, policy limit. IV. Umbrella Liability Each Occurrence $1,000,000 Policy Aggregate $1,000,000 City and SEOPWCRA listed as an additional insured. Coverage is excess over the general liability and auto policies. 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.