Loading...
HomeMy WebLinkAbout25699AGREEMENT INFORMATION AGREEMENT NUMBER 25699 NAME/TYPE OF AGREEMENT OMNI CRA & POWER FLOWER L.L.C. DESCRIPTION BUSINESS GRANT AGREEMENT/BUSINESS DEVELOPMENT IN THE OMNI CRA/FILE ID: 14858/CRA-R-23-0050/MATTER ID: 25-930 EFFECTIVE DATE August 4, 2025 ATTESTED BY TODD B. HANNON ATTESTED DATE 8/5/2025 DATE RECEIVED FROM ISSUING DEPT. 8/5/2025 NOTE DOCUSIGN AGREEMENT BY EMAIL BUSINESS GRANT AGREEMENT BY AND BETWEEN THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY AND POWER FLOWER, LLC THIS BUSINESS GRANT AGREEMENT is entered into as of the 4thday of August , 2025, 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 POWER FLOWER L.L.C., a Florida Limited Liability Company, d/b/a 8 1/2 CAFFE' & BOTTEGA, located within the CRA boundaries at 1717 North Bayshore Drive #145 Miami, FL 33132 ("GRANTEE"). RECITALS WHEREAS, GRANTEE submitted a grant application and proposals directly to the CRA requesting Thirty -Five Thousand Dollars ($35,000.00) to underwrite the cost associated with the cost of hiring, training, and retaining employees within the boundaries of the CRA redevelopment area; and WHEREAS, on October 12, 2023, the Board of Commissioners of the CRA, adopted Resolution No. CRA-R-23-0050, attached and incorporated herein as Exhibit "A" ("Authorizing Resolution"), which established 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 Thirty - Page 1 of 21 Five Thousand Dollars ($35,000.00) ("Grant") for the Program 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 — Program Description Exhibit C — Insurance Requirements Exhibit D — GRANTEE' S Corporate Resolution or Other Proof of Signing Authority and Corporate Status/Sunbiz Exhibit E — Anti -Human Trafficking Affidavit 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 Program, as stated herein, 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 hiring, training and retaining employees for business use within the Area ("Program"), 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 21 guidelines, audit, and other requirements affecting the activities funded by the Grant for the Program. 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, Florida, as amended ("City Code"), as adopted by the CRA, 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 Program 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 Program, 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 21 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 Program shall be borne solely by the GRANTEE and that the insurance requirements set forth herein shall not act as a limitation of liability. Grantee shall require its contractors to comply with the terms of this section and provide a certificate of insurance pursuant to Exhibit C. 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, on a reimbursement basis, an amount not to exceed Thirty -Five Thousand Dollars ($35,000.00) ("Grant Amount") in Grant funds. Payments will be made only after GRANTEE has submitted to the CRA and the CRA has received and approved in writing such Program specific invoices, (a) which shall be accompanied by sufficient supporting documentation and contain sufficient details, to constitute a "Proper Invoice" as defined by Florida Statutes Section 218.73 and 218.74, and (b) which are subject to verification by the CRA of acceptable work product for the Program. 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. 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 Program not require the entire the Grant Amount from the Page 4 of 21 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 Program not in compliance; (d) Withhold further awards for the Program; and (e) Take such other actions and/or remedies that may be legally permitted. 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 Page 5 of 21 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 Program 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 Program and in accordance with the provisions of this Agreement; (b) Reasonable accounting records for the Program 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 Program site; (d) Periodic progress reports shall be provided to the CRA as requested from time to time; (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 Program at GRANTEE's primary place of business, and for a period of (2) years after expiration of this Agreement. Page 6 of 21 (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 Program, in all forms of media and communications created by GRANTEE in relation to this Agreement and/or the Program, 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 internet 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 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. Page 7 of 21 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 Program costs not to exceed the amount of Grant funding authorized for the Program. 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 Program, 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 Attorney's Office. The obligations in this provision shall survive termination of the Agreement. Grantee shall require its contractors to comply with terms and provisions of this section. 20. DISPUTES. In the event of a dispute between 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 Page 8 of 21 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 Program. 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. 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 Page 9 of 21 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 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 Page 10 of 21 litigation, controversies, or legal problems arising out of or as a result of this Agreement and/or the Program, 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 Program 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 Program, or arising out of, under, or in connection with this Agreement, the Program, 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 Program, 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. 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 A. Jones Executive Director Address 1401 N. Miami Avenue Miami, Florida, 33136 To GRANTEE: POWER FLOWER, LLC Attn: Roberto Ricciuti Address: 1717 North Bayshore Drive #145 Miami, Florida 33132 Page 11 of 21 With a copy to: Office of the City Attorney Attn: George K. Wysong III General Counsel 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 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, 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: Page 12 of 21 (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. 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 Page 13 of 21 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. ANTI -HUMAN TRAFFICKING: The GRANTEE confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. The GRANTEE shall execute and submit to the CRA an Affidavit in compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as Exhibit "E." If GRANTEE fails to comply with the terms of this Section, the CRA may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the CRA be liable to GRANTEE for any additional compensation or for any consequential or incidental damages. 43. 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 21 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: BY: RR73 �739 Ffd91 cDocuSigned by: NAME: Marialuisa Di Giovanni GRANTEE: Power Flower, LLC DocuSigned by: �I�olit,vfo 1eiu,�u BY: 33fGOiF&FE&34.6- ... NAME: Roberto Ricciuti TITLE: Manager TITLE: Owner Signed by: OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section ATTEST: 163.356, Florida Statutes DocuSigned by: BY: `—E46D7560DCF1459... ,-DocuSigned by: BY: l siaa jot/Gus `-74€,F69 4F4g3... Todd B. Hannon Isiaa A. Jones Clerk of the Board Executive Director APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: BY: REQUIREMENTS: DocuSigned by: l DocuSigned by: Gt,orrc, 00(isoi4 Ill Fg,FFRR94RR BY: LIII 95F2 George K. Wysong III David Ruiz General Counsel 25-930 DJGS Page 15 of 21 Interim Director of Risk Management EXHIBIT A CRA R- 23-0050 AUTHORIZING THE GRANT PROGRAM Page 16 of 21 Omni C R A City of Miami Legislation OMNI CRA Resolution CRA-R-23-0050 OMNI CRA 1401 N. Miami Avenue Miami, FL 33136 www.miamicra.com File Number: 14858 Final Action Date:lo/12/2023 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. 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 City of Miami Page 2 of 3 File ID: 14858 (Revision:) Printed On: 7/28/2025 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 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. APPROVED AS TO FORM AND CORRECTNESS: ORG267 WYSON'. III. ENERAL COUNSEL City of Miami Page 3 of 3 File ID: 14858 (Revision:) Printed On: 7/28/2025 COMPOSITE EXHIBIT B - PROGRAM DESCRIPTION Page 17 of 21 Employment Microgrant Projected Job Creation Form (Please note additional forms to be completed) Employment Verification Compliance Form for Job Creation Goals Job Title # of positions Existing/ New Position Projected/ Actual Hiring Date Part Time/ Full Time Hourly Pay Rate N i CX15 1/0G 2o24 RV, TIME 60K 5, 6coo 4-e7 / 5 74 2. n -t Sr rtiG 2_a2 Pots rehz• 48 C. Sij/ / +J LW �/w f' you irkf / 8 7'I1i'P6 Y 1. E '(STlt4- 2-02-4 F!/GL h( 4_5 I( S'ftt TOTAL 5 I certify that the information contained in this form is true and accurate. Business Name: Certified by: Po\.j ?Lazo LL C Signature of Business Owner Title Printed Name Date Omni CRA Business Assistance Microgrant Application Applicant Contact Information Project Business Name \ Ol l s /r 1 2 CA PPE 4/ Contact Name 1 l C3 f• ? C0 (cC / rJi' �Z C Mailing Address 740 115 Ar Era2i7' 3343g /1 A Telephone 3 o; .4.2 .34 0 Fax Email Corporation Information Registered Corporation Name RO43b' G• 1CcdUl i `'8.g Pit, Co Pa l 6-rrr )_o_wrg LLC Mailing Address 441 - ,or g e Silo f at /(1 S 3Y : Corporation Officers & Titles CV/Nil Date & State of Incorporation 04 / _4 _ Lo13 Tax ID# Project Location & Scope ' _0" Cs3 Property Owner Name P J J Pt CR/Z- / G Project Address Z 7;JO fR >'17O b6 srE �l R 2 3 Folio# Year Built Total Retail (Sq. Ft.) Leased Retail (Sq. Ft.) Description of the business C EE. krrcn C q Type of Microgrant Requested )( Employment Emergency/ Building (check one) Interruption Improvement Description of Grant Requested Estimated Start Date Estimated Completion Date 3M32 Nei Omni CRA Microgrant Program 2023-2024 Our business is dedicated to providing high -quality breakfast, coffee and hospitality services, while supporting local economic growth. To meet increasing demand and expand our services, we aim to hire additional staff and ensure that all employees receive competitive, livable wages. This Employment Opportunity Microgrant will allow us to: • Expand our workforce by hiring new employees, prioritizing residents of Omni, Overtown, Wynwood, and Edgewater. • Improve service quality and extend hours to better serve the community. • Ensure fair wages and retain skilled employees, reducing turnover and strengthening our team. By securing this funding, we will not only enhance our business operations but also contribute to the Omni CRA's mission of creating employment opportunities and strengthening the local workforce. Scope of CRA-Funding Request Description of Item / Contractor or Supplier 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Estimated Cost 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. TOTAL Acknowledgements 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. n / Print Na • of B siness Owner Date 0 c13 7c 6(cm/it c2 /0- Z S (if building improvements will be included in scope of grant) I acknowledge that Tenant, is seeking assistance using the OMNI CRA BUSINESS ASSISTANCE MICROGRANT 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. me of Proper ' Owner / 14-1 ,/ live - Date 2(!0I2l . Omni CRA Microgrant Program 2023-2024 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 A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident Page 18 of 21 $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 21 Ali.C.7t-WZ ill, CERTIFICATE OF LIABILITY INSURANCE ATE D 07/14/20 5rn 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 be endorsed. If SUBROGATIONIS 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 USI INSURANCE SERVICES LLC/PHS 21227559 The Hartford Business Service Center 3600 Wiseman Blvd San Antonio, TX 78251 CONTACT NAME: PHONE (866)467-8730 (A/C, No, Ext): FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURED Power Flower LLC DBA 8 In The Cafe & Bodega 1717 N BAYSHORE DR STE 109 MIAMI FL 33132-1195 INSURERA: Twin City Fire Insurance Company 29459 INSURER B : INSURERC: INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTVNTHSTANDING 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 INSR SUER WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A COMMERCIAL GENERAL X LIABILITY OCCUR X 21 SBM VK3170 03/04/2025 03/04/2026 EACH OCCURRENCE $1,000,000 CLAIMS -MADE DAMAGE TO RENTED PREMISES (Ea occurrence) $1,000,000 x General Liability MED EXP (Any one person) $10,000 PERSONAL&ADVINJURY $1,000,000 GEN'L AGGREGATE POLICY OTHER: LIMIT APPLIES PRO- PER: X LOC GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OPAGG $2,000,000 A AUTOMOBILE - _ X - LIABILITY ANY AUTO ALLOWNED AUTOS HIRED AUTOS SCHEDULED AUTOS NON -OWNED AUTOS X 21 SBM VK3170 03/04/2025 03/04/2026 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 BODILY INJURY (Per person) BODILY INJURY (Per accident) X PROPERTY DAMAGE (Per accident) _ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY Y/N PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE E.L. DISEASE - POLICY LIMIT A EMPLOYMENT PRACTICES LIABILITY 21 SBM VK3170 03/04/2025 03/04/2026 Each Claim Limit Aggregate Limit $10,000 $10,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. Certificate holder is named Additional Insured including Primary and Non -Contributory provisions per the Business Liability Coverage form SS0008, and the Hired Auto and Non -Owned Auto Endorsement SS0438 attached to this policy. CERTIFICATE HOLDER CANCELLATION The City of Miami 444 SW 2ND AVE MIAMI FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Ali.C.7t-WZ ill, CERTIFICATE OF LIABILITY INSURANCE ATE D 07/14/20 5rn 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 be endorsed. If SUBROGATIONIS 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 USI INSURANCE SERVICES LLC/PHS 21227559 The Hartford Business Service Center 3600 Wiseman Blvd San Antonio, TX 78251 CONTACT NAME: PHONE (866)467-8730 (A/C, No, Ext): FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURED Power Flower LLC DBA 8 In The Cafe & Bodega 1717 N BAYSHORE DR STE 109 MIAMI FL 33132-1195 INSURERA: Twin City Fire Insurance Company 29459 INSURER B : INSURERC: INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTVNTHSTANDING 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 INSR SUER WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A COMMERCIAL GENERAL X LIABILITY OCCUR X 21 SBM VK3170 03/04/2025 03/04/2026 EACH OCCURRENCE $1,000,000 CLAIMS -MADE DAMAGE TO RENTED PREMISES (Ea occurrence) $1,000,000 x General Liability MED EXP (Any one person) $10,000 PERSONAL&ADVINJURY $1,000,000 GEN'L AGGREGATE POLICY OTHER: LIMIT APPLIES PRO- PER: X LOC GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OPAGG $2,000,000 A AUTOMOBILE - _ X - LIABILITY ANY AUTO ALLOWNED AUTOS HIRED AUTOS SCHEDULED AUTOS NON -OWNED AUTOS X 21 SBM VK3170 03/04/2025 03/04/2026 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 BODILY INJURY (Per person) BODILY INJURY (Per accident) X PROPERTY DAMAGE (Per accident) _ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY Y/N PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE E.L. DISEASE - POLICY LIMIT A EMPLOYMENT PRACTICES LIABILITY 21 SBM VK3170 03/04/2025 03/04/2026 Each Claim Limit Aggregate Limit $10,000 $10,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. Certificate holder is named Additional Insured including Primary and Non -Contributory provisions per the Business Liability Coverage form SS0008, and the Hired Auto and Non -Owned Auto Endorsement SS0438 attached to this policy. CERTIFICATE HOLDER CANCELLATION Omni CRA 1401 N MIAMI AVE 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 REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD _Ai C7CDIArirl° CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 07/14/2025 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 be endorsed. If SUBROGATIONIS 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 AUTOMATIC DATA PROCESSING INS AGCY 76250875 1 ADP BLVD M/S 625 ROSELAND NJ 07068 CONTACT NAME: PHONE (800) 524-7024 (A/C, No, Ext): FAX (800) 524-4013 (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURERA: Hartford Fire Insurance Company 19682 INSURED POWER FLOWER LLC 1717 N BAYSHORE DR STE 109 MIAMI FL 33132-1195 INSURER B : INSURERC: INSURERD: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUER WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY OCCUR EACH OCCURRENCE CLAIMS -MADE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GEN'L AGGREGATE POLICY OTHER: LIMIT APPLIES PRO- PER: LOC GENERAL AGGREGATE PRODUCTS - COMP/OP AGG AUTOMOBILE _ LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS SCHEDULED NON -OWNED AUTOS COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) _AUTOS PROPERTY DAMAGE (Per accident) _ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY Y/N PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A 76 WEG BB9AEC 01/10/2025 01/10/2026 x PER OTH- STATUTE ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION the city of miami 444 SW 2ND AVE MIAMI FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE L GlaL2- ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD _Ai C7CDIArirl° CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 07/14/2025 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 be endorsed. If SUBROGATIONIS 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 AUTOMATIC DATA PROCESSING INS AGCY 76250875 1 ADP BLVD M/S 625 ROSELAND NJ 07068 CONTACT NAME: PHONE (800) 524-7024 (A/C, No, Ext): FAX (800) 524-4013 (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURERA: Hartford Fire Insurance Company 19682 INSURED POWER FLOWER LLC 1717 N BAYSHORE DR STE 109 MIAMI FL 33132-1195 INSURER B : INSURERC: INSURERD: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUER WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY OCCUR EACH OCCURRENCE CLAIMS -MADE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GEN'L AGGREGATE POLICY OTHER: LIMIT APPLIES PRO- PER: LOC GENERAL AGGREGATE PRODUCTS - COMP/OP AGG AUTOMOBILE _ LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS SCHEDULED NON -OWNED AUTOS COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) _AUTOS PROPERTY DAMAGE (Per accident) _ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY Y/N PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A 76 WEG BB9AEC 01/10/2025 01/10/2026 x PER OTH- STATUTE ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION omni cra 1401 N MIAMI AVE 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 REPRESENTATIVE L GlaL2- ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD EXHIBIT D GRANTEE'S Certificate of Corporate Authorization And Corporate Status/ Sunbiz Page 20 of 21 2/13/25, 10:36 AM Detail by Entity Name DIVISION OF CORF' ,.-Or g r'rf r\fj --- - rare official 31ure of Flotilla webslie Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Limited Liability Company POWER FLOWER, LLC Filing Information Document Number L13000057807 FEI/EIN Number 90-0963744 Date Filed 04/19/2013 Effective Date 04/18/2013 State FL Status ACTIVE Last Event LC AMENDMENT Event Date Filed 06/29/2016 Event Effective Date NONE Principal Address C/O 8 1/2 CAFFE' & BOTTEGA 1717 NORTH BAYSHORE DRIVE, THE GRAND #145 MIAMI, FL 33132 Changed: 04/22/2024 Mailing Address C/O 8 1/2 CAFFE' & BOTTEGA 1717 NORTH BAYSHORE DRIVE, THE GRAND #145 MIAMI, FL 33132 Changed: 04/22/2024 Registered Agent Name & Address RICCIUTI, ROBERTO 1717 N. Bayshore Drive UNIT 145 MIAMI, FL 33132 Name Changed: 06/29/2016 Address Changed: 04/22/2024 Authorized Person(s) Detail Name & Address https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=POWERF... 1/2 2/13/25, 10:36 AM Title MGR Detail by Entity Name RICCIUTI, ROBERTO C/O 8 1/2 CAFFE' & BOTTEGA 1717 NORTH BAYSHORE DRIVE, THE GRAND #145 MIAMI, FL 33132 Annual Reports Report Year Filed Date 2022 04/30/2022 2023 04/05/2023 2024 04/22/2024 Document Images 04/22/2024 -- ANNUAL REPORT 04/05/2023 -- ANNUAL REPORT 04/30/2022 -- ANNUAL REPORT 04/09/2021 -- ANNUAL REPORT 05/04/2020 -- ANNUAL REPORT 04/24/2019 -- ANNUAL REPORT 04/17/2018 -- ANNUAL REPORT 04/30/2017 -- ANNUAL REPORT 06/29/2016 -- LC Amendment 05/06/2016 -- LC Amendment 05/04/2016 -- ANNUAL REPORT 01 /22/2016 -- LC Amendment 03/20/2015 -- ANNUAL REPORT 10/08/2014 -- REINSTATEMENT 01/30/2014 -- CORLCMMRES 11/08/2013 -- LC Amendment 10/28/2013 -- LC Amendment 04/19/2013 -- 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 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 View image in PDF format View image in PDF format Florida Department of State, Division of Corporations https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=POWE RF... 2/2 CORPORATE RESOLUTION STATE OF FLORIDA SS / EIN: 90-0963744 COUNTY OF MIAMI-DADE WHEREAS, Power Flower, LLC ("Company") desires to enter into an Agreement with the Omni Redevelopment District Community Redevelopment Agency, a copy of which is attached hereto; and WHEREAS, the Board of Directors or Managing Members, as applicable, at a duly held corporate meeting has considered the matter in accordance with the By -Laws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the Company intends to enter into the Agreement with the Omni Redevelopment District Community Redevelopment Agency and be bound by its terms and that Roberto Ricciuti , ("Authorized Individual") is hereby authorized and instructed to enter into the Agreement and undertake the responsibilities and obligations as stated in such proposed Agreement in the name and on behalf of this Company with the Omni Redevelopment District Community Redevelopment Agency upon the terms contained in the proposed Agreement to which this resolution is attached. ATTEST: Corporate Secretary Print Name: IN WITNESS WHEREOF, this � day of COL j, 2025. Signature: 1✓1 J- (Affix Corporate Seal, if applicable) Print Name:: fr 1(1r -0 R ic�I v/ I Title: d'W AE 1 127 LOURDES CECILIA OCAMPO i * MY COMMISSION # HH 566253 5.��`•qc 7; PaFoa: EXPIRES: June 28, 2028 EXHIBIT E oaf °"C,ytltoP, ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity is a non -governmental entity authorized to transact business in the State of Florida and in good standing with the Florida Department of State, Division of Corporations. b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the OMNI CRA of Miami ("OMNI CRA") or one of its agencies, authorities, boards, trusts, or other OMNI CRA entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2024). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2024), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes (2024), attached and incorporated herein as Exhibit Affidavit-1. 2. Under penalties of perjury, I declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer or a representative of the nongovernmental entity authorized to execute this Anti Human Trafficking Affidavit. Po ' V PJotwCV LLC Nongovernmental Entity: Name: D GI3t rla ;,7/cia/7/ Officer Title: 3 W A"C /y Signature of Officer:// qc Office Address: F4''N 0 E ?'($'i JT [if 3,433 AAtIb=z, Email Address: 606E11((0 1Cl/Vn4 VI�llain 86 IAl COC/S 84 2 734 r3 / ./��t / /g (� P``hone Number: S FEIN No. �3'-�. / — d O 3 4f STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) The foregoing instrument was worn to and subscribed before me by means of l jphysical presence or O online notarization, this day of U/�,b1 by iiblviCit. Blau.- , as the authorized officer or representative for the nongovernmental entity. He/she is personally known to ma -or has produced as identification. (NOTARY PUBLIC SEAL) P' : LOURDESCECILIAOCAMP0 •*1 MY COMMISSION # NH 566253 _ •»'� ` EXPIRES: June 28, 2028 Signatu f Person Taking O £ uM CE'•& left chav- (Printed, Typed, or Stamped Name of Notary Public) My Commission Expires: Olivera, Rosemary From: De Los Santos, Jesly Sent: Tuesday, August 5, 2025 12:45 PM To: Hannon, Todd Cc: Olivera, Rosemary; Ewan, Nicole; Jones, Isiaa; Gibbs-Sorey, Domini; Garcia, Aida; Llop- Noy, Frances Subject: FW: (Matter ID: 25-930) Power Flower LLC- Business Grant Agreement - Fully Executed Attachments: Power Flower, LLC - Business Grant Agreement - Fully Executed.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. Best regards, 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 &I Omni 10- 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. From: DocuSign NA3 System <dse_NA3@docusign.net> Sent: Tuesday, August 5, 2025 12:11 PM To: De Los Santos, Jesly <JDeLosSantos@miamigov.com> Subject: Completed: Complete with Docusign: 25-930 Power Flower LLC- Business Grant Agreement - Final.pdf CAUTION: This is an email from an external source. Do not click links or open attachments unless you recognize the sender and know the content is safe. 1 All signers completed Complete with Docusign: 25-930 Power Flower LLC- Business Grant Agreement - Final.pdf Powered by • docusign. Do Not Share This Email This email contains a secure link to Docusign. Please do not share this email, link, or access code with others. Alternate Signing Method Visit Docusign.com, click 'Access Documents', and enter the security code: 55BC7D6F7548498AB4DD780E34E9F6E63 About Docusign Sign documents electronically in just minutes. It's safe, secure, and legally binding. Whether you're in an office, at home, on -the -go -- or even across the globe -- Docusign provides a professional trusted solution for Digital Transaction ManagementTM Questions about the Document? If you need to modify the document or have questions about the details in the document, please reach out to the sender by emailing them directly. Stop receiving this email Report this email or read more about Declining to sign and Managing notifications. 2 If you have trouble signing, visit "How to Sign a Document" on our Docusign Support Center, or become part of the Docusign Community to access tips and guidance from peers. •Download the Docusign App This message was sent to you by Jesly De Los Santos who is using the Docusign Electronic Signature Service. If you would rather not receive email from this sender you may contact the sender with your request. 3