HomeMy WebLinkAbout24401AGREEMENT INFORMATION
AGREEMENT NUMBER
24401
NAME/TYPE OF AGREEMENT
SAKURA GROUP OF USA, INC
DESCRIPTION
SMALL BUSINESS EMERGENCY LOAN PROGRAM II LOAN
AGREEMENT/SUPPORT ECONOMIC & COMMUNITY
DEVELOPMENT ACTIVITIES INRESPONSE TO NOVEL
CORONAVIRUS PANDEMIC/FILE ID: 8412/R-21-1932/MATTER
ID: 21-1889/#11
EFFECTIVE DATE
October 13, 2021
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
10/13/2021
DATE RECEIVED FROM ISSUING
DEPT.
5/9/2023
NOTE
CITY OF MIAMI
DOCUMENT ROUTING FORM
ORIGINATING DEPARTMENT: HOUSING AND COMMUNITY DEVELOPMENT
DEPT. CONTACT PERSON: _ MONICA GALO EXT. 1976
NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Sakura Group of USA, Inc.
IS THIS AGREEMENT AS A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES ►:l NO
TOTAL CONTRACT AMOUNT: $ 35,000 FUNDING INVOLVED? ® YES ❑ NO
TYPE OF AGREEMENT:
❑ MANAGEMENT AGREEMENT
❑ PROFESSIONAL SERVICES AGREEMENT
El GRANT AGREEMENT
❑ EXPERT CONSULTANT AGREEMENT
❑ LICENSE AGREEMENT
OTHER: (PLEASE SPECIFY): N/A
PURPOSE OF THE ITEM (BRIEF SUMMARY):
❑ PUBLIC WORKS AGREEMENT
❑ MAINTENANCE AGREEMENT
❑ INTER -LOCAL AGREEMENT
❑ LEASE AGREEMENT
❑ PURCHASE OR SALE AGREEMENT
Contract in the amount of $35,000 in CDBG-CV3 funding to Sakura Group of USA, Inc, as part of the
recovery efforts from the Small Business Emergency Loan Program II.
COMMISSION APPROVAL DATE: 2/11/2021 FILE ID: 8412
IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN:
N/A
ENACTMENT No.: 21-0064
ROUTING INFORMATION
Date
_EAS ' INT AND SIGN
APPROVAL BY DEPARTMENTAL DIRECTOR
8/19/2021
PRINT: ROBERT(�Pf.. OE
; '
SIGNATURE:
SUBMITTED TO RISK MANAGEMENT
PRINT: ANN-MARIE SHARPE
Gomez, Franke;' , ,; a ;`
SIGNATURE: ,
SUBMITTED TO CITY ATTORNEY
PRINT: VICTORIA MENDEZ
ge% e L. 7 -
SIGNATURE:
APPROVAL BY ASSISTANT CITY MANAGER
PRINT:
SIGNATURE:
RECEIVED BY CITY MANAGER
PRINT: ART NORIEG
SIGNATURE:
1) ONE ORIGINAL TO CITY CLERK,
2) ONE COPY TO CITY ATTORNEY'S OFFICE,
3) REMAINING ORIGINAL(S) TO ORIGINATING
DEPARTMENT
-
PRINT:
SIGNATURE:
PRINT:
SIGNATURE:
PRINT:
SIGNATURE:
PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE
EXECUTION BY THE CITY MANAGER
City of Miami
Office of the City Attorney
Legal Services Request
To: Office of the City Attorney Date: August 19, 2021
From: Monica Galo
Contact Person
Housing & Community Dev
Requesting Client
Administrative Aide 305-416-1976
Title
Telephone
HCD: 2021-0092
Legal Service Requested:
Please review the Small Business Emergency Loan Program II ("SBELP2") Agreement between
Sakura Group of USA, Inc. and the City of Miami for the implementation of Job Retention for
existing positions or the benefits of which are available to all residents in a primarily residential
area where at least fifty-one percent (51 %) of the residents are Low- and Moderate -Income
Persons. The Agreement is in the amount of $35,000.
Complete form and forward to the Office of the City Attorney or e-mail to Legal
Services. Do not assume that the Office of the City Attorney knows the background
of the question and/or issue, such as opinions on the same or similar issues, the
existence of relevant memos, correspondence, etc. Please attach to this form and/or
e-mail all pertinent information relating to the subject.
Once your request has been assigned, an e-mail will be sent to you with the
Assigned Attorney's name and the issued matter identification number.
All attorneys in the Office of the City Attorney shall fully comply with the Rules
Regulating The Florida Bar.
For Legal Services requesting an opinion from the Office of the City Attorney:
❑ Issue opinion in writing.
❑ jnion after issuance.
1 1
Authorized' i ' bberto Tazoe Date response requested by: ASAP
BELOW PORTION TO BE COMPLETED BY THE OFFICE OF THE CITY ATTORNEY
Assigned Attorney: Date: File No.
Approved by:
Comments:
Copy returned to Requesting Client
Ultimate Client:
D/RDate:
Type:
Copy to Ultimate Client
rev. 06/17/2011
SMALL BUSINESS EMERGENCY LOAN PROGRAM II
("SBELP2") LOAN AGREEMENT
This Small Business Emergency Loan Program II ("S:j P2") Loan Agreement (this "Loan
Agreement" or this "Agreement") dated as of the _day off) Ali,02021, is by and between the CITY
OF MIAMI, a municipal corporation of the State of Florida (hereinafter the "C" or "Lender"), and
SAKURA GROUP OF USA, INC., a Florida PROFIT CORPORATION (hereinafter the "Borrower" or
"Business").
FUNDING SOURCE:
CFDA # (If applicable):
AMOUNT:
PROJECT NUMBER:
DUNS® NUMBER:
BUSINESS' ADDRESS:
Community Development Block Grant (CDBG)-CV
CDBG 14.218
$ 35,000.00
058651132
3000 SW 22 St
Miami, FL 33145
RESOLUTION: City of Miami Resolution No. R-21-0064 adopted on
February 11, 2021
TERM OF THE AGREEMENT: See Section 3.2
EXHIBITS ATTACHED
Exhibit A Resolution Authorizing Execution of this Agreement
Exhibit B Scope of Work / Work Program
Exhibit C Budget Summary
Exhibit D INTENTIONALLY OMITTED
Exhibit E Certification Regarding Lobbying Form
Exhibit F Certification Regarding Debarment, Suspension and other
Responsibility Matters
Exhibit G Crime Entity Affidavit
Exhibit H Corporate Resolution/Incumbency Certificate Authorizing the
Signatory to Sign this Agreement.
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RECITALS
WHEREAS, according to the Code of Federal Regulations under 24 CFR 570.201(o), the United
States Department of Housing and Urban Development ("HUD") authorizes the use of Community
Development Block Grant ("CDBG") funds to provide assistance to public and private organizations,
agencies, and other subrecipients (including nonprofit and for -profit subrecipients) to facilitate economic
development; and
WHEREAS, as a result of the Novel Coronavirus ("COVID-19") outbreak, small businesses are
facing an unprecedented economic disruption; and
WHEREAS, on September 11, 2020, the United States Department of Housing and Urban
Development published the Community Development Block Grant funds allocation for entitlement
jurisdictions, which included an allocation in the total amount of $4,771,821.00 to the CITY under the
Coronavirus Aid, Relief and Economic Security ("CARES") Act; and
WHEREAS, the CITY's Department of Housing and Community Development ("HCD") has
developed a Small Business Emergency Loan Assistance Program II ("SBELP2") for eligible businesses
in the CITY to mitigate the disruptive effects of COVID-19; and
WHEREAS, the goal of the SBELP2 is to provide for -profit businesses with financial assistance
to allow the business to create jobs for Low- and Moderate -Income Persons, or retain their current
employees who are Low- and Moderate -Income Persons, during the COVID-19 pandemic by
providing assistance for expenditures that are not eligible (or in addition) to be paid under the Federal
Government's Payroll Protection Program or under a previous allocation of CARES Acts funds;
NOW THEREFORE, in consideration of the mutual covenants and obligations herein contained,
and subject to the terms and conditions hereinafter stated, the parties hereto understand and agree as follow:
ARTICLE I
DEFINITIONS
The CITY and BORROWER hereby agree that the capitalized terms used herein shall have the
meanings set forth below unless the context requires otherwise:
1.1 Act or 24 CFR 570: Title I of the Housing and Community Development
Act of 1974, as amended.
1.2 Contract Records or
Agreement Records:
1.3 CDBG Program:
1.4 CDBG Requirements:
Any and all books, records, documents, information, data,
papers, letters, materials, and computerized or electronic
storage data and media, whether written, printed,
computerized, electronic or electrical, however collected
or preserved which is or was produced, developed,
maintained, completed, received or compiled by or at the
direction of the BUSINESS or any subcontractor in
carrying out the duties and obligations required by the
terms of this Agreement, including, but not limited to,
financial books and records, ledgers, drawings, maps,
pamphlets, designs, electronic tapes, computer drives and
diskettes or surveys.
The program created by Title I of the Housing
Community Development Act of 1974, as amended.
The requirements contained in 24 C.F.R. Part 570 and any
other requirements imposed by the CITY.
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1.5 CDBG Funds. CDBG-CV Funds,
or the Loan: The loan in the amount of $35,000.00 from the CITY to
the BORROWER for Job Retention and/or Job Creation.
1.6 Department:
1.7 Federal Award:
The City of Miami Department of Housing and
Community Development.
Any federal funds received by the BUSINESS from any
source during the period of time in which the BUSINESS
is performing the obligations set forth in this Agreement.
1.8 Job Retention and/or Job Creation: At least one (1) permanent job (computed on a Full -
Time Equivalent ("FTE") basis) shall be retained for a
period of no less than six (6) months and/or at least one
(1) permanent job (computed on a Full -Time Equivalent
("FTE") basis) shall be created and then retained for a
period of no less than six (6) months, of which at least
51% will be made available or held by Low- and
Moderate -Income Persons, in a manner deemed
acceptable to the Department in its sole and absolute
discretion.
1.9 Low- and Moderate -
Income Person:
A low -and -moderate income ("LMI") individual whose
income is within specific income levels as defined in 24
CFR 570.3.
1.10 U.S. HUD or HUD: The United States Department of Housing and Urban
Development.
1.11 The Code:
1.12 Leeal Requirements:
1.13 City Program:
The Internal Revenue Code of 1986, as amended, and any
successor statute, as it applies to low-income housing
credit dollar amounts, together with all applicable final,
temporary proposed U.S. Treasury Regulations and
Revenue Rulings thereunder.
The CDBG Requirements and all federal laws and
regulations pertaining thereto which are described or
referenced in 24 C.F.R. Part 570, the Rules of the Florida
Housing Finance Corporation, if applicable, the
Coronavirus Aid, Relief, and Economic Security Act
(Pub.L. 116-136), any requirements imposed by the
CITY and all local, state and federal requirements relating
thereto and/or pertaining to the City Program under the
CDBG Program.
Small Business Emergency Loan Assistance Program II
("SBELP2"), as more particularly described in Exhibit
"A," attached hereto and incorporated herein, for eligible
businesses in the CITY to mitigate the disruptive effects
of COVID-19 by lending CDBG-CV Funds pursuant to
this Agreement and the Note, in accordance with the
Scope of Work (attached hereto and incorporated herein
as Exhibit "B").
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1.14 The Note, or the Promissory Note: The Promissory Note dated on or about even date
herewith evidencing the Loan, executed by the
BORROWER in favor of the CITY.
1.15 National Objective:
1.16 Area Benefit Activity:
All Activities funded with CDBG funds must meet one of
the CDBG Program's National Objectives: benefit Low -
and Moderate -Income Persons, aid in the prevention of
slums or blight, or meet community development needs
having a particular urgency, as defined in 24 CFR
570.208.
An activity, the benefits of which are available to all
residents in a particular, primarily residential, area, where
at least fifty-one percent (51%) of the residents are Low -
and Moderate -Income Persons.
ARTICLE II
BASIC REQUIREMENTS
In addition to the exhibits, which are attached hereto and are incorporated herein by this reference,
the following documents must be approved by the CITY and must be on file with the Department prior to
the CITY's execution of this Agreement:
2.1 The Work Program submitted by the BUSINESS to the CITY which is attached hereto and
incorporated herein as Exhibit "B" to this Agreement ("Work Program") and shall include the
following:
2.1.1 The description section shall detail the activities to be carried out by the
BUSINESS. It should specifically describe the activities to be carried out as a result of
the expenditure of CDBG Funds. Where appropriate it should list measurable objectives,
define the who, what, where and when of the eligible City Program activities, and in
general detail how these activities will ensure that the intended beneficiaries will be
served.
2.1.2 The schedule of activities and measurable objectives play an essential role in the loan
management system. The schedule should provide projected milestones and deadlines for
the accomplishment of tasks in carrying out the Work Program. These projected
milestones and deadlines are a basis for measuring actual progress during the term of this
Agreement. These items shall be in sufficient detail to provide a sound basis for the CITY
to effectively monitor performance by the BUSINESS under this Agreement.
2.2 The Budget Summary attached hereto and incorporated herein as Exhibit "C," which shall detail
expenditures made to complete the Work Program ("Budget Summary").
2.3 A list of the BUSINESS' present officers and members of the Board (names, addresses and
telephone numbers) (if applicable).
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2.4 A list of all employees (with their titles).
2.5 A copy of the BUSINESS' corporate personnel policies and procedures (if applicable).
2.6 Completion of an Authorized Representative Statement.
2.7 Completion of a Statement of Accounting System.
2.8 Copy of the BUSINESS' last federal income tax return.
2.9 The following corporate documents:
(i) Bylaws, resolutions and incumbency certificates for the BUSINESS, certified by the
BUSINESS' Corporate Secretary, authorizing the consummation of the transactions
contemplated hereby, all in a form satisfactory to the CITY (if applicable).
2.10 INTENTIONALLY OMITTED
2.11 ADA Certification.
2.12 Drug Free Certification.
2.13 Evidence satisfactory to the CITY that the BORROWER is qualified to receive funds under the
CDBG Program in accordance with the CDBG Requirements.
2.14 Insurance documents in compliance with Section 4.3 below.
2.15 A HUD environmental review in compliance with Section 4.8 below.
2.16 All other documents required by the CITY in its sole and absolute discretion.
ARTICLE III
TERMS AND PROCEDURES
3.1 CITY AUTHORIZATION:
For the purpose of this Agreement, the Department will act on behalf of the CITY in the
fiscal control, programmatic monitoring and modification of this Agreement, except as otherwise provided
by in this Agreement.
3.2 EFFECTIVE DATE AND TERM:
Effective Date of this Agreement shall be the date that the City Clerk attests the signature of the
City Manager ("Effective Date"). Absent an Event of Default, this Agreement shall terminate twelve (12)
months from the Effective Date. In the Event of Default, Section 4.2 shall govern. It is understood and
agreed that the Note will have the same Effective Date as this Loan Agreement.
3.3 OBLIGATIONS OF BUSINESS:
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The BUSINESS shall carry out the services and activities as prescribed in its Work Program, which
is attached and incorporated herein and made a part of this Agreement, in a manner that is lawful, and
satisfactory to the CITY; and in accordance with the written policies, procedures, and requirements as
prescribed in this Agreement, the Note, and as set forth by HUD and the CITY.
3.4 LEVEL OF SERVICE: Any activities funded through or as a result of this Agreement shall not
result in the displacement of employed workers, impair existing agreements for services or activities, or
result in the substitution of funds allocated under this Agreement for other funds in connection with work
which would have been performed in the absence of this Agreement.
3.5 POLICIES AND PROCEDURES MANUAL. This Agreement is subject to the current Federal
regulations as may be amended. The BUSINESS is aware of and accepts the Policies and Procedures
Manual for Community Development Block Grant as the official document which outlines the fiscal,
administrative and federal guidelines which shall regulate the day-to-day operations of the BUSINESS.
The Policies and Procedures Manual for Community Development Block Grant is incorporated herein and
made part of this Agreement. The CITY reserves the right to update this Policies and Procedures Manual
via program directives, which shall be made in the CITY's sole and absolute discretion. These program
directives and updated versions of this Policies and Procedures Manual shall be incorporated and made a
part of this Agreement.
3.6 EQUAL OPPORTUNITY EMPLOYER. BUSINESS confirms and agrees that it is an equal
opportunity employer.
ARTICLE IV
CDBG FUNDING AND DISBURSEMENT REQUIREMENTS
4.1 USE OF FUNDS:
The Loan shall be based on the rates, schedules and conditions described in Exhibit "C," attached
hereto, which by this reference is incorporated into this Agreement.
As a material inducement for the CITY making the Loan to BUSINESS, the BUSINESS covenants
and agrees that it shall either (i) retain and/or create and then retain at least one (1) full time equivalent
("FTE") job for Low- and Moderate -Income Persons eligible under 570.208(a)(4), which shall be
maintained for a period of no less than six (6) months, in a manner deemed acceptable to the Department
in its sole and absolute discretion, or (ii) meeting the criteria in 570.208(a)(1), titled "Area Benefit
Activities." Notwithstanding anything to the contrary, the BUSINESS shall only use the Loan funds for the
payment of the BUSINESS' employees' salaries, the payment of rent or mortgages for the BUSINESS'
location, insurance payments for the BUSINESS, the payment of the BUSINESS' utility expenses, and/or
other eligible CDBG activities that the CITY has given its authorization in writing, which may be
conditioned or withheld for any reason or no reason at all.
4.2 REPAYMENT TERMS: The terms for repayment shall be consistent with the Promissory Note
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between the parties that is executed contemporaneously herewith and is incorporated herein by this
reference.
4.3 INSURANCE: Upon request from CITY, if applicable, BUSINESS shall submit, to the CITY, a
Commercial Insurance Policies naming the City of Miami as Toss payee in an amount acceptable to the City
of Miami Risk Management Department. All policies shall provide the CITY with mandatory 30 days
written notices in cases of cancellation or material change.
4.4 FINANCIAL ACCOUNTABILITY:
The CITY reserves the right to audit the records of the BUSINESS at any time during the
performance of this Agreement and for a period of five (5) years after its expiration/termination. The
BUSINESS agrees to provide all financial and other applicable records and documentation of services to
the CITY.
4.5 RECAPTURE OF FUNDS:
The CITY reserves the right to recapture the CDBG funds in the event that the BUSINESS shall
fail: (i) to meet its minimum employment requirements set forth herein, (ii) to comply with the terms of
this Agreement and the Note, or (iii) to accept conditions imposed by the CITY at the direction of federal,
state and local agencies.
4.6 CONTINGENCY CLAUSE:
Funding/Lending pursuant to this Agreement is contingent on the availability of funds and
continued authorization for CDBG Program activities, and is also subject to amendment or termination due
to lack of funds or authorization, reduction of funds, and/or changes in regulations.
4.7 INTENTIONALLY OMITTED
4.8 ENVIRONMENTAL REVIEW.A HUD environmental review must be conducted and completed
prior to disbursing funds.
ARTICLE V
AUDIT
5.1 As a necessary part of this Agreement, the BUSINESS shall adhere to the following audit
requirements, as applicable:
5.1.1 If the BUSINESS expends $750,000 or more in federal funds during its fiscal year, it shall
have a Single or a Program -Specific Audit conducted for that year. Such Audit must be
conducted in accordance with General Accepted Government Auditing Standards
(GAGAS.)
a) Single Audit. A single audit must be conducted in accordance with 2 CFR 200.514
"Scope of Audit", except when the BUSINESS elects to have a Program -Specific
Audit conducted in accordance with paragraph b) of this section.
b) Program -Specific Audit. When a BUSINESS expends federal awards under only one
federal program and the federal program's statutes, regulations, or the terms and
conditions of the federal award do not require a financial statement audit of the
BUSINESS, the BUSINESS may elect to have a Program -Specific Audit conducted in
accordance with 2 CFR 200.507 "Program -Specific Audits".
The auditor must:
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(i) Perform an audit of the financial statement(s) for the Federal program in
accordance to GAGAS;
(ii) Obtain an understanding of internal controls and perform tests of internal
controls over the Federal program consistent with the requirements of 2 CFR
200.514(c) to ensure compliance with procedures;
(iii) Perform procedures to determine whether the BUSINESS has complied with
Federal statutes, regulations, and the terms and conditions of Federal awards
that could have a direct and material effect on the Federal program consistent
with the requirements of 2 CFR 200.514(d).
(iv) Follow up on prior audit findings, perform procedures to assess the
reasonableness of the summary schedule of prior audit findings prepared by
the BUSINESS in accordance with the requirements of 2 CFR 200.511 "Audit
findings follow-up", andreport, as a current year audit finding, when the
auditor concludes that the summary schedule of prior audit findings materially
misrepresents the status of any prior audit finding; and
(v) Report any audit findings consistent with the requirements of 2 CFR 200.516
"Audit findings".
The auditor's report(s) must state that the audit was conducted in accordance with this
2 CFR 200.507 "Program -Specific Audits" and include the following:
(i) An opinion (or disclaimer of opinion) as to whether the financial statement(s)
of the Federal program is presented fairly in all material respects in accordance
with the stated accounting policies;
(ii) A report on internal control related to the Federal program, which must
describe the scope of testing of internal control and the results of the tests;
(iii) A report on compliance which includes an opinion (or disclaimer of opinion)
as to whether the BUSINESS complied with laws, regulations, and the terms
and conditions of Federal awards which could have a direct and material effect
on the Federal program; and
(iv) A schedule of findings and questioned costs for the Federal program that
includes a summary of the auditor's results relative to the Federal program in
a format consistent with 2 CFR 200.515 "Audit reporting", paragraph (d)(1)
and findings and questioned costs consistent with the requirements of 2 CFR
200.515 "Audit reporting", paragraph (d)(3).
5.1.2 If the BUSINESS expends less than $750,000 in federal funds during its fiscal year, it is
exempted from federal audit requirements for that year and consequently the audit cost is
not a reimbursable expense. The CITY, however, may request the BUSINESS to have a
limited scope audit for monitoring purposes. These limited scope audits will be paid for
and arranged by the CITY and address only one or more of the following types of
compliance requirements: activities allowed or not allowed; allowable costs/cost
principles; eligibility; matching, level of effort, earmarking; and, reporting.
All reports presented to the CITY shall, where applicable, include sufficient information
to provide a proper perspective for judging the prevalence and consequences of the
findings, such as whether an audit finding represents an isolated instance or a systemic
problem. Where appropriate, instances identified shall be related to the universe and the
number of cases examined and quantified in terms of dollar value.
ARTICLE VI
RECORDS AND REPORTS
6.1 The BUSINESS shall establish and maintain sufficient records to enable the CITY to determine
whether the BUSINESS has met the requirements of the CDBG Program.
At a minimum, the following records shall be maintained by the BUSINESS:
6.1.1 Records providing a full description of each activity assisted (or being assisted) with
CDBG Funds, including its location (if the activity has a geographical locus), the amount
of CDBG Funds budgeted, obligated and expended for the activity, and the specific
provision in 24 CFR Subpart C of the CDBG Program regulations under which the activity
is eligible.
6.1.2 Records demonstrating that each activity undertaken meets one of the criteria set forth in
24 CFR 570.208 of the CDBG Program regulations. Where information on income by
family size is required, the BUSINESS may substitute evidence establishing that the person
assisted qualified under another program having income qualification criteria at least as
restrictive as that used in the definitions of "low- and moderate -income person" and "low -
and moderate -income household" as set forth in 24 CFR 570.3; or. the BUSINESS may
substitute a copy of a verifiable certification from the assisted person that his or her family
income does not exceed the applicable income limit established in accordance with 24 CFR
570.3; or, the BUSINESS may substitute a notice that the assisted person is a referral from
any governmental agency that determines persons to be Low- and Moderate -Income
Persons based upon HUD's criteria and agrees to maintain documentation supporting those
determinations. Such records shall include the following information:
(i) For each activity determined to benefit Low- and Moderate -Income Persons, the
income limits applied and the point in time when the benefit was determined.
6.1.3 Equal Opportunity Records containing:
(i) Data on the extent to which each racial and ethnic group and single -headed
households (by gender of household head) have applied for, participated in, or
benefited from, any program or activity funded in whole or in part with CDBG
Funds. Such information shall be used only as a basis for further investigation
relating to compliance with any requirement to attain or maintain any particular
statistical measure by race, ethnicity, or gender in covered programs.
Documentation of actions undertaken to meet the requirements of 24 CFR
570.607(b) which implements Section 3 of the Housing and Urban Development
Act of 1968, as amended (12 U.S.C. 1701U) relative to the hiring and training of
low- and very low-income persons and the use of local businesses.
6.1.4 Financial records, in accordance with the applicable requirements listed in 24 CFR
570.502.
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6.1.5 Records required to be maintained in accordance with other applicable laws and regulations
set forth in Subpart K of 24 CFR.
6.2 RETENTION AND ACCESSIBILITY OF RECORDS:
6.2.1 The Department shall have the authority to review the BUSINESS' records, including
programmatic records and books of account, for a period of five (5) years from the
expiration/termination of this Agreement (the "Retention Period"). All books of account
and supporting documentation shall be kept by the BUSINESS at least until the expiration
of the Retention Period.
The BUSINESS shall maintain records sufficient to meet the requirements of 24
CFR 570. All records and reports required herein shall be retained and made accessible as
provided thereunder. The BUSINESS further agrees to abide by Chapter 119, Florida
Statutes, as the same may be amended from time to time, pertaining to public records.
BUSINESS understands that the public shall have access, at all reasonable times, to all
documents and information pertaining to CITY Agreements, subject to the provisions of
Chapter 119, Florida Statutes, and agrees to allow access by the CITY and the public to all
documents subject to disclosure under applicable laws. BUSINESS' failure or refusal to
comply with the provisions of this section shall result in the immediate termination of this
Agreement by the CITY. The BUSINESS shall specifically require all sub -contractors to
comply with this paragraph.
Upon completion of the Agreement, BUSINESS shall transfer, at no cost, to the CITY all
public records in possession of the BUSINESS or keep and maintain public records required
by the CITY to complete the Agreement. lithe BUSINESS transfers all public records to
the CITY upon completion of the Agreement, the BUSINESS shall destroy any duplicate
public records that are exempt or confidential and exempt from disclosure requirements. If
the BUSINESS keeps and maintains public records upon completion of the Agreement, the
BUSINESS shall meet all applicable requirements for retaining public records.
Notwithstanding the foregoing, BUSINESS shall be permitted to retain any public records
that make up part of its work product solely as required for archival purposes, as required
by law, or to evidence compliance with the terms of the Agreement.
Should BUSINESS determine to dispute any public access provision required by Florida
Statutes, then BUSINESS shall do so at its own expense and at no cost to the CITY.
IF BUSINESS HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATU 1'ES, TO
BUSINESS' DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS AGREEMENT AS A PUBLIC CONTRACT, PLEASE
CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT
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TELEPHONE NUMBER 305-416-1800, EMAIL:
PUBLICRECORDS@MIAMIGOV.COM, AND MAILING
ADDRESS: PUBLIC RECORDS C/O OFFICE OF THE CITY
ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W.
2ND AVENUE, MIAMI, FLORIDA 33130 OR THE CITY'S
DEPARTMENT OF HOUSING AND COMMUNITY
DEVELOPMENT'S CUSTODIAN OF RECORDS AT 2ND FLOOR,
14 NORTHEAST 1' AVENUE, MIAMI, FLORIDA 33132.
The BUSINESS shall ensure that the Agreement Records shall be at all times subject to
and available for full access and review, inspection and audit by the CITY, federal
personnel and any other personnel duly authorized by the CITY.
6.2.2 The BUSINESS shall include in all the Department -approved subcontracts used to engage
subcontractors to carry out any eligible substantive programmatic activities, as such
activities are described in this Agreement and defined by the Department, each of the
record -keeping and audit requirements detailed in this Agreement. The Department shall,
in its sole discretion, determine when services are eligible substantive programmatic
activities and subject to the audit and record -keeping requirements described in this
Agreement
6.2.3 If the CITY or the BUSINESS has received or given notice of any kind indicating any
threatened or pending litigation, claim or audit arising out of the activities pursuant to the
City Program, the activities and/or the Work Program or under the terms of this Agreement,
the Retention Period shall be extended until such time as the threatened or pending
litigation, claim or audit is, in the sole and absolute discretion of the Department fully,
completely and finally resolved.
6.2.4 The BUSINESS shall notify the Department in writing both during the pendency of this
Agreement and after its expiration/termination as part of the final closeout procedure, of
the address where all Agreement Records will be retained. The "final closeout procedure"
is the process by which CITY and the BUSINESS shall reconcile their final records.
6.2.5 The BUSINESS shall obtain the prior written consent of the Department to the disposal of
any Agreement Records within one (1) year after the expiration of the Retention Period.
6.3 PROVISION OF RECORDS:
6.3.1 The BORROWER shall provide to the CITY, upon request, all Contract Records. The
requested Contract Records shall become the property of the CITY without restriction,
reservation, or limitation on their use and shall be made available by the BORROWER at
any time upon request by the CITY. The CITY shall have the unlimited right to all books,
I1
articles, or other copyrightable materials developed in the performance of this Agreement,
including, but not limited to, the right of royalty -free, non-exclusive, and irrevocable
license to reproduce, publish, or otherwise use, and to authorize others to use, the Contract
Records for public purposes.
6.3.2 If the BORROWER receives funds from, or is under regulatory control of, other
governmental agencies and those agencies issue monitoring reports, regulatory
examinations, or other similar reports, the BORROWER shall provide a copy of each such
report and any follow-up communications and reports to the CITY immediately upon such
issuance unless such disclosure is a violation of those agencies' rules.
6.4 MONITORING:
The BUSINESS hereby grants the Department and other persons duly authorized by the
Department temporary access rights in order to inspect all Agreement Records, facilities, goods, and
activities of the BUSINESS which are in any way connected to the activities undertaken pursuant to the
terms of this Agreement, and/or interview any clients, employees, subcontractors or assignees of the
BUSINESS. Following such inspection or interviews, the Department will deliver to the BUSINESS a
report of its findings. The BUSINESS will rectify all deficiencies cited by the Department within the
specified period of time set forth in the report or provide the Department with a reasonable justification for
not correcting the same. The Department will determine, in its sole and absolute discretion, whether or not
the BUSINESS' justification is acceptable.
At the request of the CITY, the BUSINESS shall transmit to the CITY written statements of the
BUSINESS' official policies on specified issues relating to the BUSINESS' activities. The CITY will carry
out monitoring and evaluation activities, including visits and observations by CITY staff; the BUSINESS
shall ensure the cooperation of its employees and its Board members in such efforts. Any inconsistent,
incomplete, or inadequate information either received by the CITY or obtained through monitoring and
evaluation by the CITY, shall constitute cause for the CITY to terminate this Agreement.
ARTICLE VII
OTHER CDBG PROGRAM REQUIREMENTS
7.1 The BUSINESS' shall maintain current documentation that its activities are CDBG eligible in
accordance with 24 CFR Part 570.203(b).
7.2 The BUSINESS shall ensure and maintain documentation that conclusively demonstrates that each
activity assisted in whole or in part with CDBG Funds is an activity which provides benefit to Low- and
Moderate -Income Persons.
7.3 The BUSINESS shall comply with all applicable provisions of 24 CFR Part 570 and shall carry out
each activity in compliance with all applicable federal laws and regulations described therein.
7.4 The BUSINESS shall cooperate with the Department in informing the appropriate citizen
participation structures, including the appropriate area committees, of the activities of the BUSINESS in
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adhering to the provisions of this Agreement. Representatives of the BUSINESS shall attend meetings of
the appropriate committees and citizen participation structures upon the request of the citizen participation
officers or the Department.
7.5 The BUSINESS shall, to the greatest extent possible, give Low- and Moderate -Income Persons of
the service areas opportunities for training and employment.
7.6 The BUSINESS shall comply with all CDBG Requirements and Legal Requirements.
7.7 The BUSINESS shall carry out its Work Program in compliance with all Federal laws and
regulations, described in Subpart K of the CDBG Program regulation (24 CFR 570.600-612), which by
this reference, is incorporated into and made a part of this Agreement.
7.S The BUSINESS shall not assume the CITY's environmental responsibilities described in 24 CFR
570.604, of the CDBG Program regulations, and the CITY's responsibility for initiating the review
process under Executive Order 12372.
7.9 NON-DISCRIMINATION:
The BUSINESS shall not discriminate on the basis of race, color, national origin, sex, religion, age,
marital or family status or handicap in connection with the activities and/or the Work Program or its
performance under this Agreement.
Furthermore, the BUSINESS agrees that no otherwise qualified individual shall, solely by reason
of his/her race, sex, color, creed, national origin, age, marital status or handicap, be excluded from the
participation in, be denied benefits of, or be subjected to discrimination under any program or activity
receiving federal financial assistance.
7.10 The BUSINESS and its subcontractors shall comply with the Davis -Bacon Act, the Lead -Based
paint Poisoning Prevention Act, and any other applicable laws, ordinances and regulations.
7.11 The BUSINESS shall abide by the Federal Labor Standards provisions of U.S. HUD Form 4010
incorporated herein as part of this Agreement.
7.12 UNIFORM ADMINISTRATIVE REQUIREMENTS: The BUSINESS shall comply with the
requirements and standards of 2 CFR 200, "Uniform Administrative Requirements, Cost Principles, and
Audit Requirements for Federal Awards," as set forth under Subpart D—"Post Federal Award
Requirements" and Subpart E—"Cost Principles."
7.13 RELIGIOUS ORGANIZATIONS/CONSTITUTIONAL PROHIBITION: if the BUSINESS is or
was created by a religious organization, the BUSINESS agrees that all CDBG Funds disbursed under this
Agreement shall be subject to the conditions, restrictions, and limitations of 24 CFR Part 570.200(j).
In accordance with the First Amendment of the United States Constitution, particularly regarding
the relationship between church and State, as a general rule, CDBG assistance may not be used for religious
activities. The BUSINESS shall comply with those requirements and prohibitions when entering into
subcontracts.
7.14 REVERSION OF ASSETS: Upon expiration/termination of this Agreement, the BUSINESS must
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transfer to the CITY any CDBG Funds on hand at the time of expiration/termination and any accounts
receivable attributable to the use of CDBG Funds.
7.15 ENFORCEMENT OF THIS AGREEMENT: Any violation of this Agreement shall be subject to
the terms and conditions set forth in this Loan Agreement and the terms and conditions of the Note executed
herewith. In addition to the remedies of the CITY set forth herein, if the BUSINESS materially fails to
comply with the terms of this Agreement, the CITY may suspend or terminate this Agreement in accordance
with 24 CFR Part 85.43, as set forth more fully below.
7.16 USE OF FUNDS FOR LOBBYING PROHIBITED. The expenditure of Agreement funds
for the purpose of lobbying the Legislature, judicial branch, or a state agency are expressly
prohibited.
7.17 NO DUPLICATION OF BENEFITS. Duplication of benefits occurs when Federal
financial assistance is provided to a person or entity through a program to address losses resulting
from a Federally -declared emergency or disaster, and the person or entity has received (or would
receive, by acting reasonably to obtain available assistance) financial assistance for the same costs
from any other source (including insurance), and the total amount received exceeds the total need
for those costs. BORROWER agrees to repay the Loan if, in the CITY's sole and absolute
discretion, the Loan is determined to be duplicative.
7.18 CITIZENSHIP REQUIREMENTS. BUSINESS understands and acknowledges that the
United States Department of Homeland Security, United States Citizenship and Immigration
Services provides that the Immigration Reform and Control Act, 8 U.S.C. 1324a et seq. prohibits
employers from hiring and employing an individual for employment in the United States knowing
that the individual is not authorized with respect to such employment.
ARTICLE VIII
REMEDIES, SUSPENSION, TERMINATION
8.1 REMEDIES FOR NONCOMPLIANCE AND TERMINATION FOR CONVENIENCE: The
CITY retains the right to terminate this Agreement at any time prior to the completion of the services
required pursuant to this Agreement without penalty to the CITY. In that event, notice of termination of
this Agreement shall be in writing to the BUSINESS, who shall be paid for those services performed prior
to the date of its receipt to the notice of termination. In no case, however, shall the CITY pay the
BUSINESS an amount in excess of the total sum provided by this Agreement.
It is hereby understood by and between the CITY and the BUSINESS that any payment made in
accordance with this Agreement to the BUSINESS shall be made only if the BUSINESS is not in default
under the terms of this Agreement. If the BUSINESS is in default, the CITY shall not be obligated and
shall not pay to the BUSINESS any sum whatsoever.
If the BUSINESS materially fails to comply with any term of this Agreement, the CITY may take
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one or more of the following courses of action:
8.1.1 Temporarily withhold cash payments pending correction of the deficiency by the
BUSINESS, or such more severe enforcement action as the CITY determines is
necessary or appropriate.
8.1.2 Disallow (that is, deny both the use of funds and matching credit) for all or part of the
cost of the activity or action not in compliance.
8.1.3 Wholly or partly suspend or terminate the current CDBG Funds awarded to the
BUSINESS.
8.1.4 Recapture all funds disbursed on under this agreement.
8.1.5 Withhold further CDBG grants and/or loans for the BUSINESS.
8.1.6 Enforce the terms of this Loan, in accordance with Section 4.2.
8.1.7 Take all such other remedies that may be legally available.
8.2 SUSPENSION:
8.2.1 The Department may, for reasonable cause temporarily suspend the BUSINESS'
operations and authority to obligate funds under this Agreement or withhold payments to
the BUSINESS pending necessary corrective action by the BUSINESS, or both.
Reasonable cause shall be detennined by the Department in its sole and absolute discretion,
and may include:
(i) Ineffective or improper use of the CDBG Funds by the BUSINESS;
(ii) Failure by the BUSINESS to materially comply with any term or provision of this
Agreement;
(iii) Failure by the BUSINESS to submit any documents required by this Agreement;
or
(iv) The BUSINESS' submittal of incorrect or incomplete documents.
8.2.2 The Department may at any time suspend the BUSINESS' authority to obligate funds,
withhold payments, or both.
8.2.3 The actions described in paragraphs 8.2.1 and 8.2.2 above may be applied to all or any part
of the activities funded by this Agreement.
8.2.4 The Department will notify the BUSINESS in writing of any action taken pursuant to this
Article, by certified mail, return receipt requested, or by in person delivery with proof of
delivery. The notification will include the reason(s) for such action, any conditions relating
to the action taken, and the necessary corrective action(s).
8.3 TERMINATION:
8.3.1 Termination Because of Lack of Funds.
In the event the CITY does not receive funds to finance this Agreement from its funding
source, or in the event that the CITY's funding source de -obligates the funds allocated to
fund this Agreement, the Department may terminate this Agreement upon not less than
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twenty-four (24) hours prior notice in writing to the BUSINESS. Said notice shall be
delivered by certified mail, return receipt requested, or by in person delivery with proof of
delivery. In the event that the CITY's funding source reduces the CITY's entitlement under
the CDBG Program, the CITY shall determine, in its sole and absolute discretion, the
availability of funds for the BUSINESS pursuant to this Agreement.
8.3.2 Termination for Breach.
The Department may terminate this Agreement, in whole or in part, in the event the
Department determines, in its sole and absolute discretion that the BUSINESS is not
materially complying with any term or provision of this Agreement.
The Department may terminate this Agreement, in whole or in part, in the event that the
Department determines, in its sole and absolute discretion, that there exists an Event of
Default under and pursuant to the terms of any other agreement or obligation of any kind
or nature whatsoever of the BUSINESS to the CITY, direct or contingent, whether now or
hereafter due, existing, created or arising.
8.3.3 Unless the BUSINESS' breach is waived by the Department in writing, the Department
may, by written notice to the BUSINESS, terminate this Agreement upon not less than
twenty-four (24) hours prior written notice. Said notice shall be delivered by certified mail,
return receipt requested, or by in person delivery with proof of delivery. Waiver of breach
of any provisionof this Agreement shall not be deemed to be a waiver of any other breach
and shall not be construed to be a modification of the terms of this Agreement. The
provisions hereof are not intended to be, and shall not be, construed to limit the
Department's right to legal or equitable remedies.
ARTICLE IX
DEFAULT
9.1 The happening of any one or more of the following events shall constitute an Event of Default:
(a) In the event that the BUSINESS does not comply with the Job Retention and/or Job
Creation employment requirements, if applicable, and/or does not use the CDBG Funds in
compliance with this Agreement, including but not limited to the activities in Section 4.1,
and the BORROWER fails to initiate action to cure such non-compliance within five (5)
business days of receipt of knowledge of the same.
(b) If any term, condition or representation contained in this Agreement, the application for
the City Program, or the Note is untrue, substantially inaccurate or incomplete, or, if there
is a material misrepresentation of fact or fraud contained in any document(s) submitted in
support of this Agreement, Note, or said application.
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(c) The substantial discontinuance of compliance with the City Program for a period of five
(5) days which discontinuance is, in the sole determination of the CITY, without
satisfactory cause.
(d) The sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition
of any proprietary or beneficial interest in the BUSINESS, or any change in operating
control of the BORROWER without the prior approval of the CITY.
(e) In, the event that the CITY determines, in its sole and absolute discretion, that the
BORROWER is not performing in accordance with the Scope of Work, or that the
BORROWER is failing to comply promptly with any requirement or notice of violation of
law issued by or filed by the CITY or any department of any governmental authority having
jurisdiction over the BORROWER.
(f)
Failure of the BORROWER to comply with any term, provision, covenant or obligation of
this Agreement or the Note.
(g) INTENTIONALLY OMITTED
(h) In the event that the CITY determines, in its reasonable discretion, that there exists an event
of default under and pursuant to the terms of any other agreement or obligation of any kind
or nature whatsoever of the BORROWER to the CITY, direct or contingent, whether now
or hereafter due, existing, created or arising.
(i)
Notwithstanding anything to the contrary, in the event that BORROWER fails to timely
deliver, to CITY, the required audited financial statement(s), then CITY, in its sole and
absolute discretion, may deem such a failure to be a material non -curable breach of this
Agreement. In such an event, CITY will notify BORROWER by a written communication.
(j) Notwithstanding anything to the contrary, the BORROWER declares bankruptcy and/or
becomes insolvent, or makes an assignment of any asset for the benefit of its creditors, then
such occurrence shall result in immediate acceleration of the loan's repayment in full.
(k) a default under or subject to the terms of the Note executed herewith and incorporated
herein by reference.
ARTICLE X
MISCELLANEOUS PROVISIONS
10.1 INDEMNIFICATION: The BORROWER shall indemnify, hold harmless, and defend the CITY,
17
its officers, agents, directors, and/or employees, from liabilities, damages, losses, judgments, and costs,
including, but not limited to reasonable attomey's fees, to the extent caused by the negligence, recklessness,
negligent act or omission, or intentional wrongful misconduct of BORROWER and persons employed or
utilized by BORROWER in the performance of requirements of this Loan Agreement and the. Promissory
Note. BORROWER shall, further, hold the CITY, its officials and/or employees, harmless for, and defend
the CITY, its officials and/or employees against, any civil actions, statutory or similar claims, injuries or
damages arising or resulting from the permitted work, even if it is alleged that the CITY, its officials and/or
employees were negligent. These indemnifications shall survive the term of this Loan Agreement and the
Note. In the event that any action or proceeding is _brought against the CITY by reason of any such claim
or demand, the BORROWER shall, upon written notice from the CITY, resist and defend such action or
proceeding by counsel satisfactory to the CITY. The BORROWER expressly understands and agrees that
any insurance protection required by this Agreement or otherwise provided by the BORROWER shall in
no way limit the responsibility to indemnify, keep and save harmless and defend the CITY or its officers,
employees, agents and instrumentalities as herein provided.
The indemnification provided above shall obligate the BORROWER to defend, at its own expense, to and
through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the CITY's
option, any and all claims of liability and all suits and actions of every name and description which may be
brought against the CITY whether performed by the BORROWER, or persons employed or utilized by
BORROWER.
This indemnity will survive the cancellation or expiration of this Loan Agreement and the Promissory Note.
This indemnity will be interpreted under the laws of the State of Florida, including without limitation and
interpretation, which conforms to the limitations of §725.06 and/or §725.08, Florida Statutes, as applicable.
The BORROWER shall require all Sub -contractor agreements, if applicable, to include a provision that
they will indemnify the CITY.
The BORROWER agrees and recognizes that the CITY shall not be held liable or responsible for any claims
which may result from any actions or omissions of the BORROWER in which the CITY participated either
through review or concurrence of the BORROWER's actions. In reviewing, approving or rejecting any
submissions by the BORROWER or other acts of the BORROWER, the CITY in no way assumes or shares
any responsibility or liability of the BORROWER or Sub -contractor under this Agreements.
10.2 AMENDMENTS: No amendments to this Agreement shall be binding unless in writing and signed
by both parties hereto. Budget modifications shall be approved by the Department in writing.
10.3 OWNERSHIP OF DOCUMENTS: All documents developed by the BUSINESS under this
Agreement shall be delivered to the CITY upon completion of the activities required pursuant to this
Agreement and shall become the property of the CITY, without restriction or limitation on their use if
requested by the CITY.
It is further understood by and between the parties that any document which is given by the CITY
to the BUSINESS pursuant to this Agreement shall at all times remain the property of the CITY and shall
18
not be used by the BUSINESS for any other purpose whatsoever without the prior written consent of the
CITY.
10.4 AWARD OF AGREEMENT: The BUSINESS warrants that it has not employed or retained any
person employed by the CITY to solicit or secure this Agreement and that it has not offered to pay, paid,
or agreed to pay any person employed by the CITY any fee, commission, percentage, brokerage fee, or gift
of any kind contingent upon or resulting from the award of this Agreement.
10.5 NON-DELEGABILITY: The obligations undertaken by the BUSINESS pursuant to this
Agreement shall not be delegated or assigned to any other person or firm, in whole or in part, without the
CITY's prior written consent which may be granted or withheld in the CITY's sole discretion. The
BUSINESS may not pledge, transfer, hypothecate, encumber or dispose of any asset purchased, in whole
or in part, with funds from the CITY, without the written approval of the CITY.
10.6 CONSTRUCTION OF AGREEMENT: This Agreement shall be construed and enforced
according to the laws of the State of Florida, and venue shall be in Miami -Dade County, Florida..
10.7 CONFLICT OF INTEREST:
10.7.1 The BUSINESS covenants that no person under its employ who presently exercises any
functions or responsibilities in connection with CDBG Program funded activities has any
personal financial interest, direct or indirect, in this Agreement. The BUSINESS further
covenants, that in the performance of this Agreement, no person having such a conflicting
interest shall be employed. Any such interest on the part of the BUSINESS or its
employees must be disclosed in writing to the CITY.
10.7.2 The BUSINESS is aware of the conflict of interest laws of the City of Miami (City of
Miami Code Chapter 2, Article V), Dade County, Florida (Dade County Code Section 2-
11-1) and the State of Florida (Chapter 112, Florida Statutes), and agrees that it shall
comply in all respects with the terms of the same.
10.7.3 Procurement. The BUSINESS shall comply with the standards contained within 24 CFR
PART 84.
10.7.4 In all other cases, the BUSINESS shall comply with the standards contained within 24 CFR
570.611
10.8 NO OBLIGATION TO RENEW: Upon expiration of the term of this Agreement, the BUSINESS
agrees and understands that the CITY has no obligation to renew this Agreement.
10.9 ENTIRE AGREEMENT:
This instrument and its attachments constitute the only Agreement of the parties hereto relating to
the CDBG Funds and sets forth the rights, duties, and obligations of each of the parties hereto to the other
as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in
this Agreement are of no force or effect.
10.10 GENERAL CONDITIONS:
10.10.1 Except as specifically stated otherwise herein, all notices or other communications which
19
shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by in
person delivery or by registered mail addressed to the other party at the address indicated herein or
as the same may be changed from time to time, upon notice in writing. Such notice shall be deemed
given on the day on which personally served, or, if by mail, on the fifth day after being posted or
the date of actual receipt, whichever is earlier.
CITY OF MIAMI
Department of Housing & Community Development
One Flagler Building
14 NE 1 S' Avenue, Second Floor
Miami, Florida 33132
Attn: George Mensah, Director
BUSINESS
Sakura Group of USA. Inc.
3000 SW 22 St #4CU
Miami, FL 33145
Attn: Javier Zamora
10.10.2 Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
10.10.3 In the event of conflict between the terms of this Agreement and any terms or conditions
contained in any attached documents, the terms in this Agreement shall control.
10.10.4 No waiver of 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.
10.10.5 Should any provision, paragraph, sentence, word or phrase contained in this Agieement
be determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unenforceable under the laws of the State of Florida or the City of Miami, such provision,
paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in
order to confonn with such laws, or if not modifiable to conform with such laws, then
same shall be deemed severed, and in either event, the remaining terms and provisions
of this Agreement shall remain unmodified and in full force and effect.
10.11 INDEPENDENT CONTRACTOR: The BUSINESS and its employees and agents shall be deemed
to be independent contractors and not agents or employees of the CITY, and shall not attain any
rights or benefits under the Civil Service or Pension Ordinances of the CITY or any rights generally
afforded classified or unclassified employees; further, they shall not be deemed entitled to the
Florida Worker's Compensation benefits as employees of the CITY.
10.12 SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, and
their respective heirs, executors, legal representatives, successors, and assigns.
10.13 BUSINESS CERTIFICATION: The BUSINESS certifies that it possesses the legal authority to
20
enter into this Agreement pursuant to authority that has been duly adopted or passed as an official
act of the BUSINESS' governing body, authorizing the execution of the Agreement, including all
understandings and assurances contained herein, and directing and authorizing the person identified
as the official representative of the BUSINESS to act in connection with this Agreement and to
provide such information as may be required.
10.14 COSTS, INCLUDING ATTORNEY'S FEES. In the event litigation, arbitration, or
mediation, between the parties hereto, arises out of the terms of this Agreement, each
party shall be responsible for its own attorney's fees, costs, charges, and expenses
through the conclusion of all appellate proceedings, and including any final settlement
or judgment.
10.15 BINDING NATURE OF THIS AGREEMENT. In the avoidance of doubt, the BUSINESS'
obligations pursuant to this Agreement shall be binding upon and inure to the respective heirs,
personal and legal representatives, and trustees of the Parties hereto, including each and every
such Party's past and present parent, subsidiary, affiliate or predecessor entities, any and all
entities by which or under a name by which any Party has been known or has done business, and
any and all of his, hers, its and/or their respective past and present officers, commissioners,
directors, principals, trustees, administrators, agents, attorneys, accountants, insurers, reinsurers,
servants, employees, shareholders, members, managers, partners, heirs, and representatives.
10.16 NO JURY TRIAL. Neither the BUSINESS, nor any heir or personal representative of
the BUSINESS, nor any other person or entity, shall seek a jury trial in any lawsuit,
proceeding, counterclaim or any other litigation procedure based upon or arising out of
any of the Agreement and/or any modifications, or the dealings or the relationship
between or among such persons or entities, or any of them. Neither the BUSINESS, nor
any other person or entity will seek to consolidate any such action in which a jury trial
has been waived with any other action. The provisions of this paragraph have been fully
discussed by the parties hereto, and the provisions hereof shall be subject to no
exceptions. No party to this Agreement has in any manner agreed with or represented
to any other party that the provisions of this paragraph will not be fully enforced in all
instances.
10.17 COUNTERPARTS AND ELECTRONIC SIGNATURES. This Agreement may be
executed in any number of counterparts, each of which so executed shall be deemed to
be an original, and such counterparts shall together constitute but one and the same
Agreement. The parties shall be entitled to sign and transmit an electronic signature of
this Agreement (whether by facsimile, PDF or other email transmission); which signature
shall be binding on the party whose name is contained therein. Any party providing an
electronic signature agrees to promptly execute and deliver to the other parties an original
2I
signed Agreement upon request.
10.18 TAX LIABILITY. IN THE EVENT THAT BORROWER FULFILLS ITS OBLIGATIONS
UNDER THE TERMS OF THIS LOAN AGREEMENT AND THE PROMISSORY NOTE,
AND THE OUTSTANDING INDEBTEDNESS PROVIDED TO BORROWER BY CITY
IS FORGIVEN PURSUANT TO THE TERMS OF THIS LOAN AGREEMENT AND THE
PROMISSORY NOTE, THEN BORROWER AGREES THAT ANY FEDERAL INCOME
TAX CONSEQUENCES ATTRIBUTABLE TO THE FORGIVENESS OF THE DEBT
ATTRIBUTED TO BORROWER IS THE SOLE AND EXCLUSIVE RESPONSIBILITY
OF BORROWER. BORROWER HEREBY ACKNOWLEDGES THAT IT HAS HAD
THE OPPORTUNITY TO OBTAIN PROFESSIONAL ADVICE CONCERNING THE
FEDERAL TAX IMPLICATIONS OF THIS LOAN AND ITS SUBSEQUENT
FORGIVENESS.
10.19 PROGRAM INCOME. The parties hereto acknowledge that due to the nature of the City
Program, no Program Income, as defined in 24 CFR 570.500, will be generated.
[Signature Page Follows]
22
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their
respective officials thereunto duly authorized on the date above written.
ATTEST:
By:
Print Na e:
Title: 3
CORPORATE SEAL
ATTEST:
Todd B. Han
City Clerk
Date
►Di13lab. \
APPROVED AS TO
INSURANCE REQUIREMENTS:
Gomez Frank DlgkeIIy signed by Gomez, Frank
Date: 2021.08.19 11:24:38 -04'00'
By:
Ann -Marie Sharpe
Risk Management
BUSINESS
Sakura Group of USA, Inc.
3000 SW 22 St
Miami, FL 33145
A Florida Profit Co
By:
Print Name.
Title:
CITY:
Vii2V .H. � v�
ICU
CITY OF MIAMI, a municipal
Corporation of the State of Florida
By:
ArthNorieg: V
City Manage
APPROVED AS TO FORM AND
CORRECTNESS:
By: 3a2 eL..7
Victoria M"ndez
City Attorney
RFA #21-1932
23
City of Miami
Legislation
Resolution: R-21-0064
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamigov.com
File Number: 8412 Final Action Date: 2/11/2021
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
ACCEPTING A SPECIAL GRANT ALLOCATION OF COMMUNITY
DEVELOPMENT BLOCK GRANT FUNDS IN THE TOTAL AMOUNT OF
$4,771,821.00 ("FUNDS"); AUTHORIZING THE ALLOCATION OF THE FUNDS
AS SPECIFIED IN EXHIBIT "A," ATTACHED AND INCORPORATED, TO
SUPPORT ECONOMIC AND COMMUNITY DEVELOPMENT ACTIVITIES IN
RESPONSE TO THE NOVEL CORONAVIRUS PANDEMIC; FURTHER
AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY
AND ALL NECESSARY DOCUMENTS, ALL IN FORMS ACCEPTABLE TO THE
CITY ATTORNEY, FOR SAID PURPOSE, SUBJECT TO ALL FEDERAL,
STATE, AND LOCAL LAWS THAT REGULATE THE USE OF THE FUNDS.
SPONSOR(S): Commissioner Alex Diaz de la Portilla, Commissioner Ken Russell,
Commissioner Joe Carollo, Commissioner Manolo Reyes, Commissioner Jeffrey
Watson
WHEREAS, on September 11, 2020, the United States Department of Housing and
Urban Development ("HUD") published the Community Development Block Grant ("CDBG-
CV3") funds allocation for entitlement jurisdictions, which included an allocation in the total
amount of $4,771,821.00 ("Funds") to the City of Miami ("City") under the Coronavirus Aid,
Relief and Economic Security ("CARES") Act; and
WHEREAS, there is a need to allocate the Funds in order for the City to support
economic and community development activities in response to the Novel Coronavirus
("COVID-19") pandemic; and
WHEREAS, the City's Administration recommends the acceptance of the Funds and the
allocation of the Funds as specified in Exhibit "A," attached and incorporated, to support
economic and community development activities in response to the COVID-19 pandemic;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are
adopted by reference and incorporated as if fully set forth in this Section.
Section 2. The Funds are accepted by the City.
Section 3. The allocation of the Funds as specified in Exhibit "A," attached and
incorporated, to support economic and community development activities in the City in response
to the COVID-19 pandemic is authorized.
City of Miami Page 1 of 2 File ID: 8412 (Revision: A) Printed On: 8/3/2021
File ID: 8412
Enactment Number: R-21-0064
Section 4. The City Manager is authorized' to negotiate and execute any and all
necessary documents, all in forms acceptable to the City Attorney, for said purpose, subject to
all federal, state, and local laws that regulate the use of the Funds.
Section 5. This Resolution shall become effective immediately upon its adoption and
signature of the Mayor.2
APPROVED AS TO FORM AND CORRECTNESS:
ndez, City 'ttor ey 1/12/2021
ndez, ity i ttor
2/2/2021
1 The herein authorization is further subject to compliance with all requirements that may be imposed by
the City Attorney, including but not limited to, those prescribed by applicable City Charter and Code
provisions.
2 If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days
from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective
immediately upon override of the veto by the City Commission.
City of Miami Page 2 of 2 File ID: 8412 (Revision: A) Printed on: 8/3/2021
CITY OF MIAMI
REVISED_EXHIBIT "A"
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
COMMUNITY DEVELOPMENT BLOCK GRANT
(CDBG-CV3) ALLOCATION
DEPARTMENT
DESCRIPTION OF SERVICES
FUNDED AMOUNT
Department of Housing &
Community Development
Administration
$954,364.20
Department of Housing &
Community Development
Micro -Enterprise Program
$1,000,000.00
Department of Housing &
Community Development
Small Business Emergency Loan
Program II
$2,817,456.80
TOTAL CDBG-CV3 FUND $4,771,821.00
EXHIBIT B
SBELP2 LOAN WORK PROGRAM
LOW- AND MODERATE -INCOME NATIONAL OBJECTIVE
1. BUSINESS receiving assistance must be located in the City of Miami and within the geographical
boundaries of the City of Miami.
2. BUSINESS understands that the National Objective for this program is either Job Retention and/or
Job Creation for Low- and Moderate -Income Persons, also referred to as "LMJ", or an Area Benefit
Activity, also referred to as "LMA", if the BUSINESS qualifies, as determined solely by the City
of Miami, Department of Housing and Community Development
3. If it is determined by the City, in its sole and absolute discretion, that the BUSINESS must meet a
LMJ National Objective, at least fifty-one percent (51%) of all jobs (positions) retained or created
must be made available to Low- and Moderate -Income Persons.
4. If it is determined that the BUSINESS must meet a LMJ National Objective, BUSINESS must
retain at least one (I) full-time equivalent ("FTE") permanent job (positions) for Low- and
Moderate -Income Persons for at least six (6) months in exchange for the CDBG Funds loaned,
and/or BUSINESS must create and then retain, for at least six (6) months, at least one (1) full-time
equivalent ("FTE") permanent job (positions) for Low- and Moderate -Income Persons in exchange
for the CDBG Funds loaned.
5. BUSINESS has identified the job(s) expected to be maintained by job title as a result of this loan.
The listing of these jobs is shown on Table A 1. The BUSINESS also agrees to provide to the CITY
a list of current employees, family size, annual family income, job title and if employed in a full-
time/part time basis, as applicable. This information is listed on Table A2.
6. Upon the successful Job Retention and/or Job Creation, BUSINESS agrees to provide information
on the job(s) retained and/or created as a result of receiving the CITY Loan. The BUSINESS shall
provide a list of current employees, income, job title and if employed in a full-time/part time basis,
as needed. The information shall be listed on Table A2.
7. BUSINESS shall provide the CITY will all such other information as is required for compliance
with the requirements of the CDBG Program.
8. BUSINESS must maintain current all valid and applicable City of Miami and Miami -Dade County
business licenses (Business Tax Receipt and Certificate of Use) and any other professional licenses.
BUSINESS must provide copies of all these licenses to the CITY as needed.
9. The workyerformed unde this Work Program shall be subject to inspection and approval by the
CITY, ints sole is abs9(te discretion.
10. BUSI SS-mft mainfam files containing supporting documentation to ensure compliance with
all to s and ebnditio of this Agreement. By: ,l (hU 0 g /09/ 21
Prim Name / Date
Title: 3 d k t., Z c v
N1me ofUSINESS: SA Kwcc Coo/ Aci. 094"
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument Nas acknowledged before me by means of)yphysical presence or a online notarization,
this % .;tC° day of
20 o?/ by _____ •4
of'
LI✓.,i 0. , a) ryia •S[r�ui.4 �,� vn behalf of the entity. He/she is personally known to me or has
produced --
as identification.
Signature of Notary
EXHIBIT C
BUDGET SUMMARY
ECONOMIC DEVELOPMENT SBELP2 PROGRAM
LOW- AND MODERATE- INCOME NATIONAL OBJECTIVE
A. The CITY shall pay on behalf of the BUSINESS, $ 35,000.00 pursuant to this Loan
Agreement.
B. BUSINESS agrees and acknowledges that all payments shall be in compliance with the approved
loan line -item (Itemized) budget attached and incorporated hereto and for the approved
BUSINESS. Payments that are not directly related to the BUSINESS operation or that are not
approved by the CITY will not be allowed.
C. BUSINESS agrees and acknowledges that payments will be made directly to the vendor on behalf
of the BUSINESS. Each written request for disbursement shall contain a statement declaring and
affirming that all expenditures are in accordance with the approved budget and business. All
documentation in support of each request shall be subject to review and approval by the CITY at
the time the request is made.
D. BUSINESS agrees and acknowledges that expenses have to be allowable, necessary, and
reasonable for the approved BUSINESS. Expenditures not permitted, include but are not limited
to, the following items:
a. Vehicle Purchases/Leases
b. Alcohol purchases
c. Outstanding Debts
d. Late Fees
e. Credit Card Payments
f. Vehicle Repairs
E. The BUSINESS must submit the final request for payment to the CITY by the expiration date or
termination date of this Agreement in a form provided by the Department. The BUSINESS shall
forfeit all rights to payment and the CITY shall not honor any request submitted thereafter.
F. Any payrq t due u der this Agreement may be withheld pending the receipt and approval by the
ITY ofAl repo ,,certificates and licenses due from BUSINESS and/or BUSINESS' principals
as.Rart. ff-this A efinent and any modifications thereto.
Print Name:
Title: . u V \ (V Z ! vv-c)VcT
ame of USINESS: $a.fr' 6,/0Ur p¢- U
o8/oy/z1
Date
BUDGET FORM I
CITY OF MIAMI
DEPARTMENT OF HOUSING & COMMUNITY DEVELOPMENT
AGENCY:
PERIOD
FUNDING SOURCE
BUDGET NARRATIVE BY LINE ITEM
Sakura Group.
CDBG CV
ITEM
DESCRIPTION
AMOUNT
Rent
$15,000
Salaries
$20,000
Total
$35,000
EXHIBIT D
INTENTIONALLY OMITTED
EXHIBIT E
CERTIFICATION REGARDING LOBBYING FORM
Certification for Contracts, Grants. Loans, and Cooperative Agreements
The undersigned certifies to the best of his or her knowledge and belief, that:
1. No Federal appropriated funds have been paid, or will be paid, by or on behalf of the undersigned, to any person
for influencing or attempting to influence an officer or employee of an agency a Member of Congress, an officer
or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any
Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any
cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal
contract, grant, loan, or cooperative agreement.
2. If any funds other than Federal appropriated funds have been paid to any person for influencing or attempting to
influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or
an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative
agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report
Lobbying," in accordance with its instructions.
3. This undersigned shall require that the language of this certification be included in the award documents for "All"
sub -awards at all tiers (including subcontracts, sub -grants, and contracts under grants, loans, and cooperative
agreements) and that all sub -recipients shall certify and disclose accordingly.
* Note: In these instances, "All" in the Final Rule is expected to be clarified to show that it applies to covered
Contract/grant transactions over $100,000 (per QMB).
This certification is a material representation of fact upon which reliance was placed when this transaction was made
or entered into. Submission of jhis certification is a pre -requisite for making or entering into this transaction imposed
by Section 1352, Title 1, U.S. Code. Any person who fails to file the required certification shall be subject to a civil
penalty of of less $10,000 and not more than $100,000 for each such failure.
Authored Re resentafve'Signature:
Pr1t Name.'
T le: / se v/
ltv Z -o"-
Date: D 3 t
STATE'OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instruments acknowledged before me by means o4hysical re-sence or o online notarization,
this day of e40. 20 .*/ " by �1? �ie/e, Q= �/ /xg _ of
1,e1.1.)e/6 , a Floada Jcv� rA , on behalf of the entity. He/she is personally known to me or has
produced .Z,-.? - 5/-
[Notary Seal]:
:. .:�� ONDINA B. AYALA
p. % MY COMMISSION 0 GG 158710
�� EXPIRES: March 8, 2022
Bonded 7Aru Notary Public Underwiters
Sgfiature of Notary
EXHIBIT F
CERTIFICATION REGARDING DEBARMENT, SUSI'ENSION AND OTHER
RESPONSII31LITY MATTERS
I • BUSINESS certifies to the best of its knowledge and belief, that it and its principals:
a. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded
from covered transactions by any Federal department or agency.
b.
c.
Have not within a three-year period preceding this proposal been convicted of or had a civil judgement
rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting
to obtain, or performing a public (Federal. State, or local) transaction or contract under a public transaction;
violation of Federal or State antitrust statutes or falsification or destruction of records, making false
statements, or receiving stolen property;
Are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal,
State, or local) with commission of any of the offenses enumerated in paragraph l.b of this certification; and
d. Have not within a three-year period preceding this application/proposal had one or more public transactions
(Federal, State, or local) terminated for cause or default.
2. Where the prospective prinyary participant is unable to certify to any of the statements in this certification, such
prospective participant s
( submit an explanation to the City of Miami.
Authori senta$IveSignatu re:
r ,,,�j ,.
Pr�(,t Name / 3� t z o
T fle: O/vV flj +/
Date:
og/o9/Z(
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me by means otphysical presence or o online notarization,
this Y day of %�, 20 Pi by —.. ..r)ifir of
.17.4 a2.) , a FIovjNa -eih-rA f � on behalf of the entity. He/she is personally known to me or has
produced 21_67, 4z;e
[Notary Seal]:
- - Signature of Notary
ONDINA B. AYALA
•r :;; MY COMMISSION X GG 158710
��� EXPIRES: Mardi 8, 2022
:44 6.. Bailed Tbru.Naory Habit Unia dais
EXHIBIT G
SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(A).
FLORIDA STATUTES ON PUBLIC ENTITY CRIME
THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER
OFFICIAL AUTHORIZED TO ADMINISTER OATHS.
1. This sworn statement is submitted to the City of Miami, a municipal corporation of the State of Florida
CA. V t e V Z rn, vvt Ao v c.L
By
(print this individual's name and title)
for 5Sr" J is vbVp Ott USA , ZnL
(print namCoe of V ent ubmi gstatements) — ( tit
f G 3 3 /l'S
whose business address is `3 000 V1_ ` t u^^n `7
3-IZj
and if applicable is Federal Employer Identification Number (FEIN) is
If the entity has no FEIN, include the Social Security Number of the individual signing this sworn Statement:
2. I understand that a "public entity crime" as defined in paragraph 287.133(1)(a), Florida Statutes, mean a violation
of any state or federal law by a person with respect to and directly related to the transactions of business with any
public entity or with an agency or political subdivision of any other state or with the United States including, but
not limited to any bid or contract for goods or services to be provided to any public entity or any agency or
political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery,
collusion, racketeering, conspiracy, or material misrepresentation.
3. I understand that "convicted" or "convection" as defined in Paragraph 287.133(1)(b), Florida Statutes means a
finding of guilt or a conviction of a public entity crime, with or without adjudication of guilt, in any federal or
state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result
of a Jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere.
4. 1 understand that an "affiliate" as defined in paragraph 287.133(1)(a), Florida Statutes, means:
a) A predecessor or successor of a person convicted of public entity crime; or
b) An entity under the control of any natural person who is active in the management of the entity and who has
been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives,
partners, shareholders, employees, members, and agents who are active in the management of an affiliate.
The ownership by one person of shares constituting a controlling interest in another person, or a pooling of
equipment or income among persons when not for fair market value under an arm's length agreement, shall
be a prima facie case that one person controls another person. A person who knowingly enters into a joint
venture with a person who has been convicted of a public entity crime in Florida during the preceding 36
months shall be considered an affiliate.
5. 1 understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes, means any natural person or
entity organized under the laws of any state or of the United States with the legal power to enter into a binding
contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity,
or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those
officers, executives, partners, shareholders, employees, members, and agents who are active in management of
an entity.
6. Based on information and belief, the statement which I have marked below is true in a relation to the entity submitting
this /sworn statement. (Please indicate which statement applies by placing an X).
/i' Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners,
shareholders, employees, members, or agents who are active in the management of the entity, or any affiliate of the
entity has been charged with and convicted of a public entity crime within the past 36 months.
The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners,
shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the
entity has been charged with and convicted of a public entity crime within the past 36 months. AND (Please indicate
which additional statement applies).
The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners,
shareholders, employees, members, or agents who are active in the management of the entity, or agents who are active
in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity
crime within the past 36 months. However, there has been a subsequent proceeding before a Hearing Officers of the
State of Florida, Division of Administrative Hearings and the Final Order by the Hearing Officer determined that it
was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. (Attached
is a copy of the final order).
I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE
PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE IS FOR THE PUBLIC ENTITY ONLY AND,
THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED
AND FOR THE PERIOD OF THE CONTRACT ENTERED INTO, WHICHEVER PERIOD IS LONGER. I ALSO
UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A
CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA
STATUTES, FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS
FORM.
Authorized Re a veSign.t+re:
Print N
Title:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
Date: 0,0/0 `?/ ,
The foregoing instrument was acknowledged before me by means ojphysical presence or o online notarization,
this 9 day of 20 a/ by 1.2.e.24SE'J �r�4 of
2iiel , a bo a Jtit6uist - -.-+n behalf of the entity. He/she is personally known to me or has
produced „, as identification.
[Notary Seal]:
ONDINA B. AYAIA
MY COMMISSION O GG 158710
EXPIRES: March 8,2022
Bonded Ttuu Notary Pubrc Under ritors
Si nature of Notary
EXHIBIT H
CORPORATE RESOLUTION AND CERTIFICATE OF INCUMBENCY
WHEREAS Sakura Group of' USA, Inc. desires to grant signing authority to certain person(s) described
hereunder.
RESOLVED, the above -named corporate entity held a meeting of the Cir le one: Board of Directors
((Corporation) Members (LLC), Partners (Partnership), Sole Proprietorship) on_l' �202], whereby Javier
Zamora was authorized to enter into the Small Business Emergency Loan Program (`SBELP") loan agreement and
promissory note, with the City of Miami. The aforesaid individual was thereby duly authorized to sign all documents
necessary to bind the corporate entity to the agreement and promissory note.
The undersigned hereby certifies that he/she is the duly elected and/or qualified (Circle one: Secretary
(Corporation), Member (LLC1, Partner (Partnership), Sole Proprietor) and the custodian of the books and records and
seal of`the above -named corporate entity, which is duly formed pursuant to the laws of the state of Florida and that
the foregoing is a true record of a resolution duly adopted at a lawful meeting of said corporate entity and that said
meeting was held in accordance with state law and the bylaws of said corporate entity, and that said resolution is now
in full force and effect without modification or rescission.
IN WITNESS WHEREOF, I have executed my name as Secretory, Membe
applicable, of the above -named entity on this 0f day of 1 d
By:
Print Nam :
ACKNOWLE
• artner, ole foprietor'as'
I•dr.)
• T}
S L� tf r
3otn1�" ..,,.,
Authorized . ignatory Signature
Print Name: �7e,71 ,,A7,,4jo
Title: /r Zit (AT-41c
PROMISSORY NOTE FOR
SAKURA GROUP OF USA, INC
Miami, Florida
$35,000.00 Effective Date: , 2021
FOR VALUE RECEIVED the undersigned, SAKURA GROUP OF USA, INC, a Florida profit
Corporation (hereinafter referred to as the "Maker") located at 3000 SW 22 St. Miami, FL 33145,
promises to pay to the order of the CITY OF MIAMI, a municipal corporation of the State of
Florida, (hereinafter referred to as the "Lender"), at 444 S.W. 2"d Avenue, Miami, Florida 33130,
or such other location or address as the Lender may direct from time to time, the principal sum of
Thirty -Five Thousand and 00/100 Dollars ($35,000.00), together with interest on the principal
balance outstanding in accordance with the terms as indicated on Attachment 1, attached hereto
and incorporated herein by this reference.
This Promissory Note (the "Promissory Note") evidences a Loan from the Lender to the
Maker for the payment of employee salaries, the payment of rent or mortgages, insurance
payments, the payment of utilities, or other eligible activities with the Lender's prior written
authorization, as described more fully in that certain Community Development Block Grant
Program Loan Agreement between the Maker and the Lender dated on or about even date herewith
(the "CDBG Loan Agreement" or "Loan Agreement"). All capitalized terms not defined herein
shall have the meanings provided in the CDBG Loan Agreement and the Exhibits thereto.
All sums advanced hereunder together with accrued interest thereon and all other sums due
hereunder shall become due and payable after applicable notice and cure periods as provided in
the Loan Agreement, upon written notice and demand, upon the occurrence of any one or more of
the following Events of Default: (a) any uncured technical or financial breach, following written
notice of such breach from Lender, of any of the terms, covenants, conditions, or requirements,
including but not limited to the requirement that Maker maintain and/or create and maintin at least
one (1) Full Time Equivalent ("FTE") job for a minimum of six (6) months, if applicable, as set
forth in the CDBG Loan Agreement executed in connection therewith, or any other instrument,
document, or agreement that pertains to the Loan evidenced by this Promissory Note; (b) the
dissolution or termination of existence or insolvency of Maker; (d) the appointment of a receiver
for any of the property or the assets of the Maker; (e) an assignment by Maker for the benefit of
its creditors of any of its assets or property; (f) the commencement of any proceedings against the
Maker under any federal bankruptcy law or state insolvency law.
Upon the occurrence of any of the foregoing events, and in addition to any other remedies
provided in the CDBG Loan Agreement, the amount of the CDBG Funds disbursed, together with
interest accrued thereon at the rate provided herein, and all unpaid fees, charges and other obligations
of the Maker due under the Loan Agreement, shall, at Lender's option, be due and payable in
accordance with this Promissory Note and the CDBG Loan Agreement.
No delay or omission on the part of the Lender in the exercise of any right hereunder shall
operate as a waiver of such right or of any other right under this Promissory Note. A waiver by
the Lender of any right or remedy conferred to it hereunder on any one occasion shall not be
construed asa bar to, or waiver of, any such right and/or remedy as to any future occasion.
Page 1 of 4
If this Promissory Note becomes in default and is placed in the hands of an attorney for
collection, then each Party hereto shall bear its own respective costs, expenses, and attorney's fees.
The Maker and all persons now or hereafter becoming obligated or liable for the payment
hereof, do jointly and severally waive demand, notice of non-payment, protest, notice of dishonor
and presentment.
Maker, or any other person, firm or corporation now or hereafter becoming liable for the
payment of the Loan evidenced by this Promissory Note, hereby consents to any renewals,
extensions, modifications, or any indulgence shown to or any dealings between the Lender and
any party now or hereafter obligated hereunder, without notice, and agrees that Maker shall remain
liable hereunder notwithstanding any such renewals, extensions, modifications or indulgences,.
until the debt evidenced hereby is fully paid. The Maker acknowledges and agrees that this
Promissory Note and the underlying loan evidenced thereby is not assignable or transferable to
any third party without the prior expressed written consent of the Lender.
The Maker agrees to pay a late charge equal to five percent (5.0%) of each payment of
principal and/or interest which is not paid within fifteen (15) days of the date on which it is due.
In the event that any payment is returned on account of insufficient or uncollected funds, the Maker
shall additionally be liable for a return check charge of five percent (5.0%) of the amount of the
check and Lender may require that all future payments be made by cashier's check. These penalties
are in addition to the interest rate set forth in Attachment 1, and are due on demand.
This Promissory Note shall be construed and enforced according to the laws of the State of
Florida, excluding all principles of choice of laws, conflict of laws or comity. Any action
pursuant to a dispute under this Promissory Note must be brought in Miami -Dade County
and no other venue. All meetings to resolve said dispute, including voluntary arbitration,
mediation, or other alternative dispute resolution mechanism, will take place in this
venue. The parties both waive any defense that venue in Miami -Dade County is not
convenient.
This Promissory Note shall not be changed, modified, terminated, or discharged, in whole
or in part, except by an instrument in writing signed by both parties hereto, or their respective
successors or assignees.
Notwithstanding anything to the contrary contained herein, it is understood and agreed that -
this Promissory Note will have the same Effective Date as the Loan Agreement.
THE MAKER OF THIS PROMISSORY NOTE HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY
WITH RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH THIS PROMISSORY NOTE OR ANY LOAN
DOCUMENT(S) EXECUTED IN CONNECTION HEREWITH, OR THE FINANCING
CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR THE ACTIONS OF
ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
LENDER EXTENDING THE LOAN EVIDENCED BY THIS PROMISSORY NOTE
[Signature Page Follows]
Page 2 of 4
IN WITNESS WHEREOF, this document has been executed by Maker on the date first above
written:
WI ESSES
Print Nam : i& J • 1"LDoVAR.
Print N. e:
MAKER'S ADDRESS:
Lo�f:c
33Ms
Attention:
STATE OF FLORIDA
0
COUNTY OF MIAMI-DADE
MAKER
Print Name of Busines
By:
Print Name: / a.+, 1 eV Z
Titl : 0 v✓ Kit V
ACKNOWLEDGMENT
}
} SS:.
The foregoing instrument v s acknowl ged before me by means of%physical presence
or 0 online notarization this day of , ext. 021 b
-C,aa5r, , as0zik .1 of
`pp'rd , who is personally known to me or h
as identification.
ONOWAB.AYALA
-.• ;.; MY coIAtlssioN t GG 158710
EXPIRES:Match 8, 2072
�bg ti;•• Bonded ThN Notary ppbjio Undo/titan
atN
on behalf of
No = ry Public, State of ' lorida.at1argc..
Page 3 of 4
Attachment 1
Payment of principal, interest, and all other charges, expenses, and fees set forth in the
CDBG Loan Agreement shall be deferred and no payments of principal and interest shall be due
for the termof the Loan commencing on the Effective Date of this Promissory Note, provided that
Maker complies with and abides by each and every term of the CDBG Loan Agreement and this
Promissory Note for twelve (12) months commencing on the Effective Date of this Promissory
Note. In the event that Maker does not comply with and abide by each and every term of the CDBG
Loan Agreement and/or this Promissory Note, in Lender's sole discretion, the entire amount of
funds disbursed on behalf of Maker will become payable to the Lender as follows: For the first
twelve (12) months following the Effective Date, no payment of principal or interest shall be made.
Thereafter, for the remaining sixty (60) month term of the Loan, amortized principal and interest
payments shall be paid monthly on the first day of each month. The equal amortized monthly
payments of principal shall be paid such that principal is fully paid over the aforementioned sixty
(60) month term. Interest on the amortized portion of principal shall be one (1%) percent annually.
If Maker complies with all terms of the Loan Agreement and this Promissory Note, and
maintains the employment requirements and use the CDBG Funds in compliance with the CDBG
Loan Agreement, the Lender shall forgive all remaining indebtedness and other sums due on the
Loan.
If Maker fails to comply, beyond any applicable cure and notice periods, with the
requirements, terms, limitations, restrictions, and covenants of the applicable funding source as set
forth in the Loan Agreement and/or this Promissory Note, then the Maker shall repay to the Lender
all funds received by the Maker pursuant to this Promissory Note, all unpaid interest accrued
thereon, and all unpaid fees, charges and other obligations of the Maker due under the Loan
Agreement and this Promissory Note.
In the event that circumstances arise that require Maker to repay this Loan, then it is
understood that there shall be no pre -payment penalty if the indebtedness is payed before it is due.
Page 4 of 4