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24429
AGREEMENT INFORMATION AGREEMENT NUMBER 24429 NAME/TYPE OF AGREEMENT LEAN ORB CO DESCRIPTION CDBG AGREEMENT/BUSINESS CONTINUITY MICROENTERPRISE ASSISTANCE PROGRAM II/FILE ID: 8412/R-21-0064/MATTER ID: 21-2485#84 EFFECTIVE DATE December 2, 2021 ATTESTED BY TODD B. HANNON ATTESTED DATE 12/2/2021 DATE RECEIVED FROM ISSUING DEPT. 5/10/2023 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: Lean Orb Co. IS THIS AGREEMENT AS A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? TOTAL CONTRACT AMOUNT: $ 15,000.00 TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY): NIA FUNDING INVOLVED? ❑ YES ® YES ❑ PUBLIC WORKS AGREEMENT O MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT O LEASE AGREEMENT O PURCHASE OR SALE AGREEMENT ® NO ❑ NO PURPOSE OF THE ITEM (BRIEF SUMMARY):y �_ __ _. _ .�_._�_..._..............___..._��_.___.._......_..._..__.___.___.__. Contract in the amount of $15,000.00 in CDBG funding to Lean Orb Co. for the implementation of Microenterprise Activities. For additional information please see resolution attached. COMMISSION APPROVAL DATE: February 11, 2021 FILE ID: 8412 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: N/A ENACTMENT No.: R-21-0064 ROUTING INFORMATION, Date (PLEAS INT AND SIGN APPROVAL BY DEPARTMENTAL DIRECTOR 9/13/2021 PRINT: ROBERT .AZ E SIGNATURE: I SUBMITTED TO RISK MANAGEMENT PRINT: ANN-MARIE SHARPE Gomez, Frank we o;;�";;;fl= SIGNATURE: XE;4 SUBMITTED TO CITY ATTORNEY 21-2485 PRINT:Tj�VICTORIA MENDEZ .�. SIGNXT/� APPROVAL BY ASSISTANT CITY MANAGER PRINT: FERNANDO CASAMAYOR SIGNATURE: RECEIVED BY CITY MANAGER PRINT: ART NORIEGA, V. SIGNATURE: 1) ONE ORIGINAL TO CITY CLERK, 2) ONE COPY TO CITY ATTORNEY"S OFFICE, 3) REMAINING ORIGINAL(S) TO ORIGINATING, DEPARTMENT N/A PRINT: TODD B. HANNON SIGNATURE: PRINT: SIGNATURE: PRINT: SIGNATURE: PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER CITY OF MIAMI, FLORIDA DEPARTMENT OF HOUSING & COMMUNITY DEVELOPMENT COMMUNITY DEVELOPMENT BLOCK GRANT ("CDBG") AGREEMENT This Agreement (hereinafter the "Agreement") is entered into this / , day of , 20a1, between the City of Miami, a municipal corporation of the State of Florida (hereinafter the "CITY"), & LEAN ORB CO. a Florida profit corporation (hereinafter referred to as the "BUSINESS"). FUNDING SOURCE: Community Development Block Grant (CDBG) CFDA # (If applicable): CDBG 14.218 AMOUNT: $15,000.00 TERM OF AGREEMENT: Effective date of this agreement is August 1, 2021 PROJECT NUMBER: DUNS® NUMBER: BUSINESS ADDRESS: to July 31, 2022 91- 11-6197-7135 1951 NW 7th Ave, Suite 600 MIAMI, FL 33136 NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth, the parties understand and agree as follows: ARTICLE I EXHIBITS AND DEFINITIONS 1.1 EXHIBITS. Attached hereto and forming a part of this Agreement are the following Exhibits: 2016.1 1 Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Certificate of Authority Work Program Compensation and Budget Summary Certification Regarding Lobbying Form Certification Regarding Debarment, Suspension and other Responsibility Matters (Primary Covered Transactions Form) Crime Entity Affidavit Insurance Requirements (Intentionally deleted) 1.2 DEFINED TERMS. As used herein the following terms shall mean: Act OR 24 CFR 570: Agreement Records: CDBG Program: CDBG Requirements: Department: Federal Award: National Objective: Low -and -Moderate Income Person: Title I of the Housing and Community Development Act of 1974, as amended. 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. Community Development Block Grant Program. The requirements contained in 24 CFR 570, Rule 91 of the Florida Administrative Code and as established by the City of Miami, Florida. The City of Miami Department of Housing & 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. 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. A member of a low- or moderate -income household whose income is within specific income levels set forth by U.S. HUD. 2016.1 2 U.S. HUD or HUD: The United States Department of Housing and Urban Development. ARTICLE II BASIC REQUIREMENTS The following documents must be approved by the CITY and must be on file with the Department prior to the CITY's execution of this Agreement: 2.1 The Work Program submitted by the BUSINESS to the CITY which shall become attached hereto as Exhibit "B" to this Agreement and shall include the following: 2.1.1 The description section shall detail the activities to be carried out by the BUSINESS. It should specifically describe the activities to be carried out as a result of the expenditure of CDBG Funds. Where appropriate it should list measurable objectives, define the who, what, where and when of the project, and in general detail how these activities will ensure that the intended beneficiaries will be served. 2.1.2 The schedule of activities and measurable objectives play an essential role in the grant 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. 2.1.3 Should start-up time for the Work Program be required or in the event of the occurrence of any delays in the activities thereunder, the BUSINESS shall immediately notify the Department in writing, giving all pertinent details and indicating when the Work Program shall begin and/or continue. It is understood and agreed that the BUSINESS shall maintain the level of activities and expenditures in existence prior to the execution of this Agreement. Any activities funded through or as a result of this Agreement shall not result in the displacement of employed workers, impair existing agreements for services or activities, or result in the substitution of funds allocated under this Agreement for other funds in connection with work which would have been performed in the absence of this Agreement. 2.2 The Compensation and Budget Summary attached hereto as Exhibit "C", including the BUSINESS's Budget Narrative. 2.3 A list of the BUSINESS's present officers and members of the Board (names, addresses, and telephone numbers) (if applicable). 2.4 A list of key staff persons (with their titles) who will carry out the Work Program. 2.5 Completion of an Authorized Representative Statement. 2.6 Completion of a Statement of Sound Fiscal Management. 2.7 A copy of the BUSINESS's corporate personnel policies and procedures (if applicable). 2016.1 3 2.8 Job description and resumes for all positions funded in whole or in part under this Agreement (if applicable). 2.9 Copy of the BUSINESS's last federal income tax return. 2.10 The following corporate documents: (i) Bylaws, resolutions, and incumbency certificates for the BUSINESS, certified by the BUSINESS's Corporate Secretary, authorizing the consummation of the transactions contemplated hereby, all in a form satisfactory to the CITY (if applicable). 2.11 ADA Certification. 2.12 Drug Free Certification. 2.13 All other documents reasonably required by the CITY. ARTICLE III TERMS AND PROCEDURES 3.1 CITY AUTHORIZATION. For the purpose of this Agreement, the Department will act on behalf of the CITY in the fiscal control, programmatic monitoring and modification of this Agreement, except as otherwise provided in this Agreement. 3.2 EFFECTIVE DATE AND TERM: The Effective date of this agreement is August 1, 2021 to July 31, 2022 3.3 OBLIGATIONS OF BUSINESS. 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, and as set forth by HUD and the CITY. 3.4 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 of Miami reserves the right to update this Policies and Procedures Manual via Program Directives. These Program Directives and updated versions of this Policies and Procedures Manual shall be incorporated and made a part of this Agreement. 3.5 LEVEL OF SERVICE. Should start-up time for the Work Program be required or in the event of the occurrence of any delays in the activities thereunder, the BUSINESS shall immediately notify the Department in writing, giving all pertinent details and indicating when the Work Program shall begin and/or continue. It is understood and agreed that the BUSINESS shall maintain the level of activities and expenditures in existence prior to the execution of this Agreement. Any activities funded through or as a result of this Agreement shall not result in the displacement of employed workers, impair existing agreements for services or activities, or result 2016.1 4 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. Following HUD -issued Coronavirus Aid, Relief, and Economic Security Act waivers, this Agreement was authorized to provide services with CDBG funds to prevent, prepare for, and respond to the novel coronavirus pandemic. ARTICLE IV FUNDING AND DISBURSEMENT REQUIREMENTS 4.1 COMPENSATION. The amount of compensation payable by the CITY to the BUSINESS shall be pursuant to the rates, schedules and conditions described in Exhibit "C" attached hereto and incorporated into this Agreement. 4.2 INSURANCE. At all times during the term hereof, the BUSINESS shall maintain insurance acceptable to the CITY. Prior to commencing any activity under this Agreement, the BUSINESS shall furnish to the CITY original certificates of insurance indicating that the BUSINESS is in compliance with the provisions described in Exhibit "G" attached hereto, and incorporated into this Agreement. 4.3 FINANCIAL ACCOUNTABILITY. The CITY reserves the right to audit the records of the BUSINESS at any time during the performance of this Agreement and for a period of five (5) years after its expiration/termination. The BUSINESS agrees to provide all financial and other applicable records and documentation of services to the CITY. Any payment made shall be subject to reduction for amounts included in the related invoice which are found by the CITY, on the basis of such audit and at its sole discretion, not to constitute reasonable and necessary expenditures. Any payments made to the BUSINESS are subject to reduction for overpayments on previously submitted invoices. 4.4 RECAPTURE OF FUNDS. The CITY reserves the right to recapture funds in the event that the BUSINESS shall fail: (i) to comply with the terms of this Agreement, or (ii) to accept conditions imposed by the CITY at the direction of the federal, state and local agencies. 4.5 CONTINGENCY CLAUSE. Funding pursuant to this Agreement is contingent on the availability of funds and continued authorization for CDBG Program activities, and is also subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or changes in regulations. ARTICLE V AUDIT REQUIREMENTS 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 2016.1 5 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: (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", and report, 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, 2016.1 6 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 unallowed; 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. 6.2 RETENTION AND ACCESSIBILITY OF RECORDS: 6.2.1 The Department shall have the authority to review the BUSINESS's records, 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 570.506. 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 cancellation of this Agreement by the CITY. The BUSINESS shall specifically require all sub -contractors to comply with this paragraph. 2016.1 7 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. If the 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 STATUTES, 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 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 & COMMUNITY DEVELOPMENT'S CUSTODIAN OF RECORDS AT 2ND FLOOR, 14 NORTHEAST 1ST 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 If the CITY or the BUSINESS has received or given notice of any kind indicating any threatened or pending litigation, claim or audit arising out of the activities pursuant to the project, the activities and/or the Work Program or under the terms of this Agreement, the Retention Period shall be extended until such time as the threatened or pending litigation, claim or audit is, in the sole and absolute discretion of the Department fully, completely and finally resolved. 6.2.3 The BUSINESS shall notify the Department in writing, both during the term of this Agreement and after its expiration/termination as part of the final closeout procedure, of the address where all Agreement Records will be retained. 6.2.4 The BUSINESS shall obtain the prior written consent of the Department for the disposal of any Agreement Records within one year after the expiration of the Retention Period. 6.3 PROVISION OF RECORDS: 6.3.1 At any time upon request by the Department, the BUSINESS shall provide all Agreement Records to the Department. _ The requested Agreement Records shall become the property of the Department without restriction, reservation, or limitation on their use. The Department shall have unlimited rights to all books, articles, or other copyrightable materials developed in the performance of this Agreement. These rights include the right of royalty -free, nonexclusive, and 2016.1 8 irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use the Work Program for public purposes. 6.3.2 If the BUSINESS receives funds from, or is under regulatory control of, other governmental agencies, and those agencies issue monitoring reports, regulatory examinations, or other similar reports, the BUSINESS shall provide a copy of each such report and any follow-up communications and reports to the Department immediately upon such issuance, unless such disclosure would be prohibited by any such issuing agency. 6.4 MONITORING. The BUSINESS shall permit the Department and other persons duly authorized by the Department to inspect all Agreement Records, facilities, goods, and activities of the BUSINESS which are in any way connected to the activities undertaken pursuant to the terms of this Agreement, and/or interview any clients, employees, subcontractors or assignees of the BUSINESS. Following such inspection or interviews, the Department will deliver to the BUSINESS a report of its findings. The BUSINESS will rectify all deficiencies cited by the Department within the specified period of time set forth in the report or provide the Department with a reasonable justification for not correcting the same. The Department will determine, in its sole and absolute discretion, whether or not the BUSINESS's justification is acceptable. 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. 6.5 RELATED PARTIES. The term "related -party transaction" includes, but is not limited to, a for -profit or nonprofit subsidiary or affiliate organization, an organization with an overlapping Board of Directors and an organization for which the BUSINESS is responsible for appointing memberships. Upon forming the relationship or if already formed, before of at the time of execution of this Agreement, the BUSINESS shall report such relationship to the Department. Any supplemental information shall be promptly reported to the Department. The BUSINESS shall report to the Department the name, purpose for and any' and all other relevant information in connection with any related -party transaction. 6.6 PROGRESS REPORTS. Intentionally deleted. 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 570.201(e). 7.2 The BUSINESS shall comply with all applicable provisions of 24 CFR 570 and shall carry out each activity in compliance with all applicable federal laws and regulations described therein. 2016.1 9 7.3 The BUSINESS shall, to the greatest extent possible, give low -and -moderate -income residents of the service areas opportunities for training and employment. 7.4 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. 7.5 The BUSINESS shall carry out its Work Program in compliance with all federal laws and regulations, including those described in 24 CFR 570 Subpart K, ("Other Program Requirements") of the CDBG Program regulations. 7.6 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. 7.7 The BUSINESS shall abide by the Federal Labor Standards provisions of U.S. HUD Form 4010 incorporated herein as part of this Agreement. 7.8 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." 7.9 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 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 as provided in 24 CFR 570.200(j). The BUSINESS shall comply with those requirements and prohibitions when entering into subcontracts. 7.10 REVERSION OF ASSETS. Upon expiration/termination of this Agreement, the BUSINESS must transfer to the CITY any unused CDBG Funds at the time of expiration/termination and any accounts receivable attributable to the use of CDBG Funds. 7.11 ENFORCEMENT OF THIS AGREEMENT. Any violation of this Agreement that remains uncured thirty (30) days after the BUSINESS's receipt of notice from the CITY (by certified or registered mail) of such violation may, at the option of the CITY, be addressed by an action for damages or equitable relief, or any other remedy provided at law or in equity. In addition to the remedies of the CITY set forth herein, if the BUSINESS fails to comply with the terms of this Agreement, the CITY may suspend or terminate this Agreement in accordance with 24 CFR 85.43, as set forth more fully below in Article IX of this Agreement. 7.12 The BUSINESS shall not assume the CITY's environmental responsibilities described at 24 CFR 570.604 of the CDBG Program regulations nor the CITY's responsibility for initiating the review process under Executive Order 12372. 2016.1 10 7.13 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. ARTICLE VIII PROGRAM INCOME 2 CFR 200.307 8.0 Program Income: Intentionally deleted. ARTICLE IX REMEDIES, SUSPENSION, TERMINATION 2 CFR 200.338 and 200.339 9.1 REMEDIES FOR NONCOMPLIANCE. The CITY retains the right to terminate this Agreement at any time prior to the completion of the services required pursuant to this Agreement without penalty to the CITY. In that event, notice of termination of this Agreement shall be in writing to the BUSINESS, who shall be paid for those services performed prior to the date of its receipt to the notice of termination. In no case, however, shall the CITY pay the BUSINESS an amount in excess of the total sum provided by this Agreement. It is hereby understood by and between the CITY and the BUSINESS that any payment made in accordance with this Agreement to the BUSINESS shall be made only if the BUSINESS is not in default under the 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 fails to comply with any term of this Agreement, the CITY may take one or more of the following courses of action: 9.1.1 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. 9.1.2 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. 9.1.3 Wholly or partially suspend or terminate the current CDBG Funds awarded to the BUSINESS. 9.1.4 Withhold further CDBG grants and/or loans for the BUSINESS. 9.1.5 Take all such other remedies that may be legally available. Notwithstanding any other provision of this Agreement, if the BUSINESS fails to comply with any term of this Agreement, the BUSINESS, at the sole discretion of the City, shall pay to the City an amount equal to the current market value of any real property, under the BUSINESS's control, 2016.1 11 acquired or improved in whole or in part with CDBG Funds (including CDBG Funds provided to the BUSINESS in the form of a loan and/or grant), less any portion of the value attributable to expenditures of non-CDBG funds for the acquisition of, or improvement to, the property. The payment is program income to the City. 9.2 SUSPENSION. 9.2.1 The Department may, for reasonable cause, temporarily suspend the BUSINESS's operations and authority to obligate funds under this Agreement or withhold payments to the BUSINESS pending necessary corrective action by the BUSINESS, or both. Reasonable cause shall be determined by the Department in its sole and absolute discretion, and may include: (i) Ineffective or improper use of the CDBG Funds by the BUSINESS; (ii) Failure by the BUSINESS to 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's submittal of incorrect or incomplete documents. 9.2.2 The Department may at any time suspend the BUSINESS's authority to obligate funds, withhold payments, or both. 9.2.3 The actions described in paragraphs 9.2.1 and 9.2.2 above may be applied to all or any part of the activities funded by this Agreement. 9.2.4 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). 9.3 TERMINATION. 9.3.1 Termination Because of Lack of Funds. In the event the CITY does not receive funds to finance this Agreement from its funding source, or in the event that the CITY's funding source de -obligates the funds allocated to fund this Agreement, the Department may terminate this Agreement upon not less than twenty-four (24) hours prior notice in writing to the BUSINESS. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. In the event that the CITY's funding source reduces the CITY's entitlement under the CDBG Program, the CITY shall determine, in its sole and absolute discretion, the availability of funds for the BUSINESS pursuant to this Agreement. 9.3.2 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 compliant with any term or provision of this Agreement. 2016.1 12 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. 9.3.3 Unless the BUSINESS's breach is waived by the Department in writing, the Department may, by written notice to the BUSINESS, terminate this Agreement upon not less than twenty-four (24) hours prior written notice. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. The provisions hereof are not intended to be, and shall not be, construed to limit the Department's right to legal or equitable remedies. ARTICLE X MISCELLANEOUS PROVISIONS 10.1 INDEMNIFICATION. The BUSINESS shall indemnify, hold harmless, and defend the CITY, its officers, agents, directors, and/or employees, from Iiabilities, damages, losses, judgments, and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of BUSINESS and persons employed or utilized by BUSINESS in the performance of this Contract. BUSINESS 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 Contract. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the BUSINESS shall, upon written notice from the CITY, resist and defend such action or proceeding by counsel satisfactory to the CITY. The BUSINESS expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the BUSINESS 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 BUSINESS 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 BUSINESS, or persons employed or utilized by BUSINESS. This indemnity will survive the cancellation or expiration of the Agreement. This indemnity will be interpreted under the laws of the State of Florida, including without limitation and 2016.1 13 interpretation, which conforms to the limitations of §725.06 and/or §725.08, Florida Statutes, as applicable. The BUSINESS shall require all Sub -contractor agreements to include a provision that they will indemnify the CITY. The BUSINESS 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 BUSINESS in which the CITY participated either through review or concurrence of the BUSINESS's actions. In reviewing, approving or rejecting any submissions by the BUSINESS or other acts of the BUSINESS, the CITY in no way assumes or shares any responsibility or liability of the BUSINESS, who is a Subrecipient under this Agreement, or any Sub-Subrecipients under this Agreement. 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. The BUSINESS agrees that all documents maintained and generated pursuant to this Agreement shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. It is further understood by and between the parties that any document, which is given by the CITY to the BUSINESS pursuant to this Agreement, shall at all times remain the property of the CITY and shall not be used by the BUSINESS for any other purpose whatsoever without the prior written consent of the CITY. 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. 10.6 CONSTRUCTION OF AGREEMENT. This Agreement shall be construed and enforced according to the laws of the State of 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 2016.1 14 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), the State of Florida (Chapter 112, Florida Statutes), and 24 CFR 570.611 and agrees that it shall comply in all respects with the terms of the same. 10.7.3 In all other cases, the BUSINESS shall comply with the standards contained within 24 CFR 570.611 10.8 PROCUREMENT. The BUSINESS shall comply with the standards contained within 2 CFR 200 Subpart D, "Post Federal Award Requirements." 10.9 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. 10.10 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. 10.11 GENERAL CONDITIONS: 10.11.1 All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by in person delivery or by registered mail addressed to the other party at the address indicated herein or as the same may be changed from time to time, upon notice in writing. Such notice shall be deemed given on the day on which personally served, or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. CITY OF MIAMI George Mensah, Director Department of Housing & Community Development One Flagler Building 14 NE 1 sc Avenue, Second Floor Miami, Florida 33132 BUSINESS LEAN ORB CO. ' 1951 NW 7th Ave, Suite 600 MIAMI, FL 33136 10.11.2 Title and paragraph headings are for convenient reference and are not a part of this Agreement. 2016.1 15 10.11.3 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. 10.11.4 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. 10.11.5 Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed severed, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. 10.12 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. 10.13 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 10.14 BUSINESS CERTIFICATION. The BUSINESS certifies that it possesses the legal authority to enter into this Agreement pursuant to authority that has been duly adopted or passed as an official act of the BUSINESS's governing body, authorizing the execution of this 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. 10.15 WAIVER OF JURY TRIAL. Neither the BUSINESS, nor any assignee, successor, 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. 10.16 CLOSE OUT. When the City determines that all required work under the Agreement has been completed or upon the expiration or termination of the BUSINESS Agreement, the CITY shall require the BUSINESS to provide final versions of all financial, performance, and other reports. These reports may include, but are not limited to: 2016.1 16 • Cumulative Expenditure Report • Release Form • DCED Final Property Inventory Report • Contract Close -Out Tax Certification Form • Agency Submittal of Close -Out Form 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 signed Agreement upon request. 2016.1 17 INWITNESS WHEREOF, the parties hereto have caused this instrument to be executed by thei respective officials thereunto duly authorized on the date above written. BUSINESS LEAN ORB CO. 1951 NW 7th Ave, Suite 600 MIAMI, FL 33136 a Florida profit corporation AUTHORIZED REPRESENTATIVE: ATTEST: Nine: Anastasia Viktorovna Mntoya Ttle: President CITY OF MIAMI, a municipal ) `//C 7'- I C c/ Corporation of the Stat • f Florida Athur Noriega V City Manager Date: APPROVED AS TO INSURANCE REQUIREMENTS Gomez, Frank Digitally signed by Gomez, Frank Date: 2021.09.15 14:12:44 -04'00' Date: - - " ame: kantvr SaZvz ti Date: .i / 7/ /, r i 7 A n-Marie Sharpe Rik Management Date: Title: 0o-40 e/ Corporate Seal: ATTEST: odd B. Hannon City Clerk NotarJEMAR Public-StateSof Florida Commission r GG 382404 My Commission Explres Au. ust 06, 2023 Date: at)-t APPROVED AS TO FORM AND CORRECTNESS: Victoria EGlendez City Attorney21-2485 Date: 18 Corporation on this % day of EXHIBIT A CORPORATE RESOLUTION AND CERTIFICATE OF INCUMBENCY WHEREAS, LEAN ORB CO. desires to grant signing authority to certain person(s) described hereunder. RESOLVED, the above -named Corporation held a meeting of the Board of Directors on September 3, 2020, whereby ANASTASIA VIKTOROVNA MONTOYA was authorized to enter into the Community Development Block Grant Agreement with the City of Miami for microenterprise activitiesin the amount of $15,000.00, as funded by the City of Miami Resolution R-21-0064 as authorized on February 11, 2021. ANASTASIA VIKTOROVNA MONTOYA was thereby duly authorized to sign all documents necessary to bind LEAN ORB CO. to the aforementioned Agreement. The undersigned hereby certifies that he/she is the duly elected and qualified Secretary and the custodian of the books and records and seal of the above -named Corporation, a corporation 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 meeting of the Board of Directors and that said meeting was held in accordance with State law and the bylaws of the above -named Corporation, and that said resolution is now in full force and effect without modification or. rescission. IN WITNESS WHEREOF,., I have executed my name as Secretary of the above -named ,20,J'(. By: /` f —4- f ' . SEAL: Corporate SecretacySignatur Print lame: "VIER GU: RREZ ACKNOWLEDGJ;; -00 By: Authorized Signatory Signature Print Name: ANASTASIA VIKTOROVNA MONTOYA Title: PRESIDENT STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowl"edged before me by means of �hysical presence or online notarization,this6) i� day%of r-1�c a)k-t..'G/ 20 : ( by J 9th elJ`✓�U/j ryi = arl,v. ' j� v-s`izt 4/ jl, /`fzole ,LEAN ORB CO., a Florida Profit Corporation, on behalff the company. I3e/she is personally khown to me or has, produced [Notary Seal]: (.4.Vir*t; Marta A. Rodriguez Coano.0 K022295 10s: July 22, 2024 Bon ad Thru Aaron Notary as identification. 4/ r�t"v Signature of Notary `e� EXHIBIT B BUSINESS CONTINUITY MICROENTERPRISE ASSISTANCE PROGRAM II WORK. PROGRAM Special Economic Development: 24CFR 570.201 (o)' Under this category, grantees and other public or private organizations may use CDBG funds to facilitate economic development through the establishment, stabilization and expansion of microenterprises. "Microeirterprise" means a business having five or fewer employees, one or more of whom owns the business. National Objective: 1. The BUSINESS owner understands that the National. Objective for this activity is assistance to low and moderate income persons who owns a microenterprise. 2. The HUD matrix code associated with this activity. is: © I 8C Economic Development: Micro-Enterprise.Assistance A. BUSINESS receiving assistance must be located within the City of Miami. B. BUSINESS Owner understands that the National Objective for this program is assistance to low.to moderate.income households. C. Attached hereto and made part of this contract :is the approved business information (Business Information Form). BUSINESS Owner understands and agrees that only activities related and included in the business description are allowable under this contract, BUSINESS understands that changing the type of business will result in non-compliance with the program requirements, and.is therefore a breach under this Agreement. The BUSINESS information.is summarized as follows: BUSINESS address: /%...� / /1/11/ ''0 /47' BUSINESS description: if.r/57,4-S 74-~ pJ rr.:. r G-17 BUSINESS product/service: c��' -c/-3 sc L' '74 The BUSINESS has been in operation since: 1:-;371_. '/ .4' l77 D. BUSINESS Owner needs to be certified with the City of Miami.as a low to moderate income household., E. BUSINESS Owner acknowledges that their business is a for -profit entity. F. BUSINESS Owner is required to demonstrate that the business.has five(5) or fewer employees (including owner). The.BUSINESS currently employs: / full time and 2_. part time. G. The BUSINESS Owner agrees to be assigned to work with a Contract Compliance Analyst -that will provide technical -assistance with the program requirements including but not limited to, contract completion, disbursement requests, performance reviews and _gathering any other information needed to ensure program compliance. I1.. BUSINESS Owner mtist have all the valid and applicable City of Nlia►ni and Ivliami- Dade County business, licenses (Business Tax Receipt and Certificate 'of Use) and any other professional licenses before this contract is.executed. a. BUSINESS Owner must provide copies of all licenses to the DHCD. The expenditures occurred under this -Work Program shall be subject to. review and approval by the City. Authorized .-Representative: Print Name: ANASTASIA V.IKTOROVNA MONTOYA Title: PRESIDENT STATE OF FLORIDA COUNTY OF IVIIAMI-DADE The foregoing instrument was online notarization, this Aty. 06.:4 iC? ! If( fi 4.0lei behalf of the company. acknowledged before me by means of l/physical presence or 1.13 day of ccrt?rg14et 20 2 I by of LEAN ORB .CO., a Florida Profit Corporation, on He/she is personally known to me or has produced as. identification. [Notary Seal]: JEMAR SOUZA. Dtatery'Public-State of Plotkin ClIMMI8aion H.GG 302404 My Commission Explr©s gust 05, 2023 Signirre oNotary EXHIBIT C COMPENSATION ANID BUDGET SUMMARY A. The City .shall pay on behalf of the BUSINESS or to the BUSINESS, a maximum compensation pursuant to this Agreement, the sum of S 15,000.00, B. BUSINESS 'Owner understands and agrees that all payments shall be - in compliance with the approved program line -item (Itemized) budget attached hereto and for the approved. business. Payments that ,not directly related to the business operation or that at not'approved will not be allowed. C. BUSINESS:Owher understands and agrees that business' operational needs should be reviewed with the Contract Compliance Analyst prior to submitting a budget. D. BUSINESS Owner understands and agrees that..payments, will be made directly to the vendor on behalf of the BUSINESS or reimbursed to the owner after approval. When paying vendor directly you must provide a copy of the vendor's Form W-9. '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. E. BUSINESS Owner understands' and agrees that expenses have to be allowable, necessary, and reasonable for the approved business. Expenditure's not permitted, include but are not limited to, the following items: a. b. c. d. e. Construction/Rehabilitation Costs Vehicle Purchases/Leases Alcohol purchases. Outstanding Debts Late Fees f. g. Credit:Card Payments Vehicle Repairs. —BUSINESS Owner must clearly demonstrate that the vehicle is only used for business purposes. 'F. 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 Debarment. The BUSINESS shall forfeit all rights,to payment and the'CITY shall not honor any request -submitted thereafter. G., .Any payment due under this Agreement may. be withheid.pending,the receipt and approval by the CITY of all reports, certificates and licenses due from BUSINESS and/or BUSINESS Owner as part of this Agreement and any modifications thereto. Authorized Representative: Print Name: ANASTASIAA VIKTOROVNA MONTOYA Title: PRESIDENT 1 Date' STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means of,0 physical presence or D online notarization, this 7 day ofc:,,,,...„,, 20'''j by Ai;,t.>+6', :a.: itnc;rlAir,,yC. of ,LEAN ORB CO.,,a Florida'Profit Corporation, on behalf of the company. He/she,is personally known to me or has produced _,--_., as identification. (Notary Seal]: Via` JEMAR SOUZA Notary Public -State of Florida Commission a GG 302404 �z My Commiestun Expires August 06, 2023 / Sig��u/er ;of Notary BUD.GET FORM I BUSINESS CONTINUITY MICROENTERPRISE ASSISTANCE PROGRAM Il ITEMIZED BUDGET NARRATIVE Business Name: LEAN ORB CO._ Contract Period; August 1., 202 I - July 3.1, 2022 Funding Source: CDBG Max. Amount of Funding:. $15,000.00 Licenses and permits can only be reimbursed and not paid directly to vendors. LINE ITEM DESCRIPTION AMOUNT Rent Payments /r a,::i --t ZD 2-1 — attec=r,k-y' 0' Z_ r it $ ...- 0O Month(s): Utilities $ Month(s) & Vendor Name(s): Insurance $ Vendor. Name(.$): Licenses/Permits $ Vendor Name'(s):. Employee Salaries J /4 t S'� � 2/ — CZ.--,/-C> „gC ,#-- Z cS 2 / ? jr-0 $ a ; J -0 C.: Pay Period & Name(s): GRAND TOTAL: $ / U) L Note: Grand total must notgo over the maximum amount of funding. EXHIBIT D CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans; and Cooperative Agreements The undersigned certifies to the best of -his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid; or will - be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency a Member of Congress, an officer or employee of Congress, or an employee ofa :Niember.of Congress in connection with the awarding,of any Federal contract, the snaking 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 cooperativeagreement. (2) If any funds other than Federal appropriated funds have been paid to -any person for'influenc ing or attempting to influence an -officer or employee of any agency, a Member of Congress,.an officer or employee of Congress, or an employee ofa 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: ht these instances, "All" in the Final Rule is 'expected to be.clarified to show that it -.applies to covered.Contractlgrant transactions over $100,000 (per QiMIB). This certification isa material representation of fact upo n which reliance was placed when this transaction was made or entered into. Submission' of this certification is a pre -requisite for making or entering into this transaction imposed by Section 1352, Title 31,.U.S. Code. Any person.who fails to file the.required certification shall be subject to a civil penalty of not less than $10,000 and not more than $ I00,000 for each such failure. Authorized Representativ Print Name: ANASTASIA VIKTOROVNA MONTOYA Title; PRESIDENT /li Date -STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means .of t4physical presence or o online notarization, this ' 7 day of 4:;1.4, vL 20'2 f by 0,4,.;n t%' y ^ of LEAN ORB CO.,.a Florida Profit Corporation, on behalf of the company. He/she is personally known to me or has. produced - as identification. [Notary Seal]: /Sid JEMAR SOUZA Notary Public-Stato of Florida Commission a GG 302404 74, My Commission Expos August 06, 2023 ture o' otaty EXHIBIT E CERTIFICATION REGARDING DEBARMENT, SUSPENSION AND OTHER RESPONSIBILITY MATTERS PRIMARY COVERED TRANSACTIONS 1. 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'tiansactions by any Federal department or agency. b: Have not within a three-year period preceding this proposaF been convicted of or had a civil judgement rendered against them for commission of.fraud or a criminal offense in connection with obtaining, attempting,to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation 'of Federal or State antitrust statutes or falsification or destruction of records, making false statements, or receiving stolen property; C. Are not presently indicted for or otherwise criminally' or civilly charged by a government entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph i.b of this certification; and d. Have not within a three-year period preceding this application/proposal hadone or more public transactions (Federal, State, or local) terminated for cause or default. '2. Where the prospective primary participant is unable to certify to any of the statements in 'this certification, such prospective participant shall:subMit an explanation to the City of Miami. Authorized Representative: Print Name: ANASTASIA VIKTOROVNA MONTOYA ate Title: PRESIDENT STATE OF FLORIDA COUNTY OF MIAMI-DAD E The foregoing instrument was'acknowledged before nie by means of C physical presence or.I online notarization, this '7 day oft ,rPYItr•( 20 i by 11,Y,t:,,,5, 4a 11'14n1f, , r of LEAN ORB CO., a Florida.Profit Corporation, on behalf of the company' He/she is personally known tome or has produced •as identification. [Notary Seal]: ,00" JEMAR SOUZA _Notary Public -State of Florida Qa Commission N GG 362464 ?: My Commission Expires � August 06, 2023 turd of`Notary EXHIBIT F 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 By G 5 - ,—j � ,c,, /,`' t, !? .7117 c_ 3-; (prntt this mdr�s.name and title) for Ze .L-/j',C") G� whose business address is (print name of entity submitting statements) /VA,' -57;://:L 6- 1.- f and if applicable is Federal Employer Identification Number (FEIN) is r 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),'Flor•ida Statutes, mean a violation of any state or federal law by a person with respect to and directly related to the transactions of businesswith any public entity or with an agency or political subdivision-ofany 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 er of the. United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 3. 1 understand that "convicted" or "convection" as defined in Paragraph 287.133(1)(b), Florida Statutes means a finding of guilt or a conviction of a public entity crime, with or without adjudication of guilt, in any federal or state trial court of record relating to charges brought by 'indictment or information after July 1, 1989. as a result of a Jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere. 4. I understand that an "affiliate" as defined in paragraph 287.133(I)(a), Florida Statutes, means: 1. A predecessor or successor of a person convicted of public entity crime; or 2. An entity under the control of any natural person who is.active in the management of the entity and who has been convicted of a. public entity crime. The term "affiliate" includes those officers, directors, executives; partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The.ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons.when not for' fair market value under an arm's length agreement,,shall-be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 5. I understand that a "person" es defined. in Paragraph 287.133(1)(e), Florida Statutes, means any' natural person or entity organizedunder 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 transactbusiness 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 infoi-tnation and belief, the statenieint 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). A 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 ofthe 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 I .(ONE) ABOVE IS FOR THE PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER31 OF THE CALENDAR YEAR 7N WHICH IT IS FILED AND FOR • THE PERIOD OF THE CONTRACT ENTERED INTO, WHICHEVER PERIOD IS LONGER. I ALSO UNDERSTAND THAT 1 AM REQUIRED TO INFORM THE PUBLIC, ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 2'87.017, FLORIDA STATUTES, FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED M THIS FORM. Authorized Representative: Print Name: ANASTASIA VIKTOROVNA-MONTOYA Title: PRESIDENT STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged' before me by means of.E physical presence or ❑ online notarization, this ? day of c,e'c'1em .f .20 1 by Am,;-1v, ,, g 'Mond o y of LEAN ORB ,CO., a Florida Profit Corporation, on behalf of-tlie.company. He/she is personally known to me or has produced as identification. [Notary Seal]: JEMAR SOUZA g�yypp �%Notary Public -State of Florida �} r r Commission GG382464 ,;����;,�•` rviY Commission Expires August 05, 2023 Signature. of Notary R09 PAGE 1 of 1 Disability Non -Discrimination Certification Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies that it is in compliance with and agrees to continue to comply with, and assure that any subcontractor, or third party contractor under this project complies with all applicable requirements of the laws listed above including, but not limited to, those provisions pertaining to employment, provision of programs and services, transportation, communications, access to facilities, renovations, and new construction in the following laws: The Americans with Disabilities Act of 1990 (ADA), Pub. L. 101-336, 104, Stat. 327, 42 U.S.C. 12101-12213 and 47, U.S.C. Sections 325 and 611 including Title I, Employment; Title II, Public Services; Title III, Public Accommodations and Services Operated by Private Entities; Title IV, Telecommunications, and Title V, Miscellaneous Provisions; The Rehabilitation Act of 1973, 29 U.S.C. Section 794; The Federal Transit Act, as amended 49 U.S.C. Section 1612; The Fair Housing Act as amended 42 U.S.C. Section 3601-3631. The foregoing requirements shall not pertain to contracts with the United States or any department or agency thereof, the State of any political subdivision or agency thereof or any municipality of this State. Business Name: LEAN ORB CO. 144)e0„4/,,, h)c, Printed Name of Certifying Representat ie Representative Title of Certifying &'J/ 7,244Z Signature of Certifying Representative Date STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means of physical presence or 0 online notarization, this 6 a-k day of *'lt' co 6 ( 20 Z- I by AnL1 4 rni ilk Mont-e, yt of LEAN ORR CO., a For Profit Corporation, on behalf of the company. He/she is personally known to me or has produced as identification. !Notary Seal]: ......�Y"'%, JEMAR SOUZA "�� s.Notary Public -State of Florida •= Commission a GG 362464 My Commission Expiros Au.ust05,2023 Signature of Notary !MHO Drug Workplace Work lace Certification PAGE 1 oft Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies that it will provide a drug -free workplace program by: (1) Publishing a statement notifying its employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the offerors workplace, and specifying the actions that will be taken against employees for violations of such prohibition; (2) Establishing a continuing drug -free awareness program to inform its employees about: (i) The dangers of drug abuse in the workplace; (ii) The Bidder's policy of maintaining a drug -free workplace; (iii) Any available drug counseling, rehabilitation, and employee assistance programs; and (iv) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; (3) Giving all employees engaged in the performance of the Contract a copy of the statement required by subparagraph (1); (4) Notifying all employees, in writing, of the statement required by subparagraph (1), that as a condition of employment on a covered Contract, the employee shall: (i) Abide by the terms of the statement; and (ii) Notify the employer in writing of the employee's conviction under a criminal drug statute for a violation occurring in the workplace no later than five (5) calendar days after such conviction; (5) Notifying City of Miami government in writing within ten (10) calendar days after receiving notice under subdivision (4) (ii) above, from an employee or otherwise receiving actual notice of such conviction. The notice shall include the position title of the employee; (6) Within thirty (30) calendar days after receiving notice under subparagraph (4) of a conviction, taking one of the following actions with respect to an employee who is convicted of a drug abuse violation occurring in the workplace: (i) Taking appropriate personnel action against such employee, up to and including termination; or (ii) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a federal, state, or local health, law enforcement, or other appropriate agency; and (7) Making a good faith effort to maintain a drug -free workplace program through implementation of subparagraph (1) through (6). Business Name: LEAN ORB CO. li77`c/v, 1 t _... //)re f i Ze . 72 Printed Name of Certifying tive Representativg Title of Certifying Ct% ji ,j/Z_ ? / Signature of Certifying Representative Date !Datil) Drug Workplace Work lace Certification PAGE 2 of 2 Certification for Contracts, Grants, Loans, and Cooperative Agreements STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means of iphysical presence or ❑ on ine notarization, this �44, day of , '-�Grirbe(� 20 2 i by /4'h-I4;15'ic hiati-_VO of LEAN ORB CO., a For Profit Corporation, on behalf of the company. lie/she its personally known to me or has produced as identification. [Notary Seal]: JEMAR SOUZA Notary Public -State of Florida Commission A GG 382464 My Commission Expires August Ob, 2023 4Signature of Notary 9/13/21, 7:32 AM Detail by Entity Name FLORIDA DEPARTMENT (IISTATG D.VISION OF CORPOR TIONS A#41646. DIVISION 0/ 5ljl CORPORATIONS cut 't/ t ! State f f Flofida rre/SNe Qgpartment of State / Division of Corporations/ Search RecoLds / Search by!Fntity Name / Detail by Entity Name Florida Profit Corporation LEAN ORB CO. Filing Information Document Number P17000045673 FEI/EIN Number 82-2077212 Date Filed 05/23/2017 State FL Status ACTIVE Principal Address 1951 NW 7th Ave Suite 600 Miami, FL 33136 Changed: 04/16/2018 ai ing Address 1951 NW 7th Ave Suite 600 Miami, FL 33136 Changed: 04/16/2018 f egistered Agent Name & Address Lean Orb Co 1951 NW 7th Ave Suite 600 Miami, FL 33136 Name Changed: 08/01/2021 Address Changed: 06/01/2020 Officer/Director Detail Name & Address Title PSD MONTOYA, ANASTASIA V 800 N Miami Ave Suite 1408E Miami, FL 33136 search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=LEANORB P170.. 1/2 9/13/21, 7:32 AM Detail by Entity Name Title Financial Officer Gutierrez, Javier 1951 NW 7th Ave Suite 600 Miami, FL 33136 Annual Reports Report Year Filed Date 2019 04/03/2019 2020 06/01/2020 2021 08/01/2021 Document Imagga 08/01/2021 — ANNUAL REPORT View image in PDF format 06/01/2020 — ANNUAL REPORT View image in PDF format 04/03/2019 — ANNUAL REPORT View image in PDF format 04/16/2018 — ANNUAL REPORT View image in PDF format 05/23/2017 — Domestic Profit View image in PDF format Florida Department of State, Division of Corporations search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=LEANORB P170... 2/2 SAM*oov® LEAN ORB CO. ALERT! This entity is only available FOR OFFICIAL USE ONLY. DUNS Unique Entity ID 116977135 Purpose of Registration All Awards Physical Address 1951 NW 7TH AVE STE 600 Miami, Florida 33136-1128 United States SAM Unique Entity ID YBI4BNYUWZ86 Expiration Date May 7, 2022 Mailing Address 1951 NW 7TH AVE STE 600 Miami, Florida 33136-1128 United States CAGE / NCAGE 90XG3 Registration Status Active Doing Business as LEAN ORB Congressional District Florida 24 MPIN ast1 Division Name (blank) State / Country of Incorporation Florida / United States Division Number (blank) URL https://leanorb.com/ Registration Dates Activation Date May 18, 2021 Submission Date May 7, 2021 Initial Registration Date Mar 18, 2021 Entity Dates Entity Start Date May 23, 2017 Fiscal Year End Close Date Dec 31 Immediate Owner CAGE (blank) Legal Business Name (blank) Highest Level Owner CAGE (blank) Legal Business Name (blank) Executive Compensation In your business or organization's preceding completed fiscal year, did your business or organization (the legal entity to which this specific SAM record, represented by a DUNS number, belongs) receive both of the following: 1. 80 percent or more of your annual gross revenues in U.S. federal contracts, subcontracts, loans, grants, subgrants, and/or cooperative agreements and 2. $25,000,000 or more in annual gross revenues from U.S. federal contracts, subcontracts, loans, grants, subgrants, and/or cooperative agreements? No Does the public have access to information about the compensation of the senior executives in your business or organization (the legal entity to which this specific SAM record, represented by a DUNS number, belongs) through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986? Not Selected Proceedings Questions Is your business or organization, as represented by the DUNS Number on this entity registration, responding to a Federal procurement opportunity that contains the provision at FAR 52.209-7, subject to the clause in FAR 52.209-9 in a current Federal contract, or applying for a Federal grant opportunity which contains the award term and condition described in 2 C.F.R. 200 Appendix XII? No Does your business or organization, as represented by the DUNS number on this specific SAM record, have current active Federal contracts and/or grants with total value (including any exercised/unexercised options) greater than $10,000,000? Not Selected Within the last five years, had the business or organization (represented by the DUNS number on this specific SAM record) and/or any of its principals, in connection with the award to or performance by the business or organization of a Federal contract or grant, been the subject of a Federal or State (1) criminal proceeding resulting in a conviction or other acknowledgment of fault; (2) civil proceeding resulting in a finding of fault with a monetary fine, penalty, reimbursement, restitution, and/or damages greater than $5,000, or other acknowledgment of fault; and/or (3) administrative proceeding resulting in a finding of fault with either a monetary fine or penalty greater than $5,000 or reimbursement, restitution, or damages greater than $100,000, or other acknowledgment of fault? Not Selected I authorize my entity's non -sensitive information to be displayed in SAM public search results: Yes Business Types Entity Structure Corporate Entity (Not Tax Exempt) Profit Structure For Profit Organization Entity Type Business or Organization Organization Factors Manufacturer of Goods Socio-Economic Types Self Certified Small Disadvantaged Business Woman Owned Small Business Woman Owned Business Entrance Date: Currently Not Available Check the registrant's Reps & Certs, if present, under FAR 52.212-3 or FAR 52.219-1 to determine if the entity is an SBA -certified HUBZone small business concern. Additional small business information may be found in the SBA's Dynamic Small Business Search if the entity completed the SBA supplemental pages during registration. Accepts Credit Card Payments Yes Agency Location Code (blank) Debt Subject To Offset No Disbursing Office Symbol (blank) Department Code (blank) Electronic Funds Transfer EFT Indicator 0000 CAGE Code 90XG3 Financial Institution Account Type Lock Box Number JPMORGAN CHASE Checking (blank) Routing Number Account Number 4131 *****6988 Automated Clearing House Financial Institution Phone (U.S.) Email JPMORGAN CHASE 3056747032 (blank) Phone (non-U.S.) Fax (blank) (blank) Remittance Information Merchant ID1 Merchant ID2 (blank) (blank) Accounting Station (blank) Remittance Address Anastasia Montoya 1951 NW 7TH AVE Suite 600 Miami, Florida 33136 United States EIN *****7212 Tax Year (Most Recent Tax Year) 2020 Type of Tax Applicable Federal Tax Name/Title of Individual Executing Consent Ceo Taxpayer Name Lean Orb Co TIN Consent Date May 7, 2021 Address Last updated by Anastasia Montoya on May 07, 2021 at 11:35 AM LEAN ORB CO. 1951 NW 7TH AVE Miami, Florida 33136 Accounts Receivable POC 0 Anastasia Montoya anastasia@leanorb.com 3059880877 Electronic Business P. Anastasia Montoya anastasia@leanorb.com 3059880877 1951 NW 7TH AVE, Suite 600 Miami, Florida 33136 United States Government Business 0 Anastasia Montoya anastasia@leanorb.com 3059880877 1951 NW 7TH AVE, Suite 600 Miami, Florida 33136 United States Company Security Level (blank) NAICS Codes Primary Yes NAICS Codes 322299 322219 322220 424130 Highest Level Employee Security Level (blank) NAICS Title All Other Converted Paper Product Manufacturing Other Paperboard Container Manufacturing Paper Bag And Coated And Treated Paper Manufacturing Industrial And Personal Service Paper Merchant Wholesalers Product and Service Codes PSC 7310 7320 7330 7340 7350 8135 9515 F999 IGT Size Metrics Annual Revenue (from all IGTs) (blank) PSC Name Food Cooking, Baking, And Serving Equipment Kitchen Equipment And Appliances Kitchen Hand Tools And Utensils Cutlery And Flatware Tableware Packaging And Packing Bulk Materials Plate, Sheet, Strip, Foil, And Leaf Other Environmental Services World Wide Annual Receipts (3 Year Average) $102,503.00 Number of Employees (12 Month Average) 5 Location Annual Receipts (3 Year Average) hops: //sam.gov/entity/116977135/coreData?status=Active Number of Employees (12 Month Average) Page 3 of 4 Last updated by Anastasia Montoya on May 07, 2021 at 11:35 AM (blank) (blank) LEAN ORB CO. Industry -Specific Barrels Capacity (blank) This entity did not enter the EDI information Megawatt Hours (blank) Disaster Response Yes, this entity appears in the disaster response registry. States Florida Counties Total Assets (blank) Metropolitan Statistical Areas (blank) a4 Liaq https://sam.gov/entity/116977135/coreData?status=Active Page 4 of 4