HomeMy WebLinkAbout23342AGREEMENT INFORMATION
AGREEMENT NUMBER
23342
NAME/TYPE OF AGREEMENT
OMNI CRA & ROJA LLC
DESCRIPTION
EMERGENCY BUSINESS GRANT AGREEMENT/BUSINESS
DEVELOPMENT IN THE IN THE OMNI CRA/FILE ID: 7932/CRA-
R-20-0017/MATTER ID: 21-94
EFFECTIVE DATE
June 21, 2021
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
1/21/2021
DATE RECEIVED FROM
ISSUING DEPT.
2/3/2021
NOTE
)33({0
OMNI REDEVELOPMENT DISTRICT
COMMUNITY REDEVELOPMENT AGENCY
INTER -OFFICE MEMORANDUM
Tc Risk Management: (Frank Gomez)
City Clerk: (Todd Hannon)
City Attorney — ACA (Xavier Alban)
From:
Date February 2nd, 2021
Subject Emergency Business Grant Agreement
by and between the OMNI CRA and
Roja, Bike Tech of Midtown and Juan F.
Vargas.
Jason Walker References:
Executive Director
Cc: Isiaa Jones Esq.,
Matter ID: 21-94; 21-82; 21-142
Enclosures: Full executed grant agreements
For your records, please find (1) copy of the Fully Executed Emergency Business Grants Agreements by
and between the OMNI CRA and Roja, Bike Tech of Midtown and Juan F. Vargas. Should you have any
questions regarding the attached, please feel free to contact our office at 305-679-6870.
Thank you in advance for your assistance.
Prepared by: Isiaa Jones Esq.
EMERGENCY BUSINESS GRANT AGREEMENT
THIS BUSINESS GRANT AGREEMENT is entered into as of the day of -Sall .. , 2021
by and between the OMNI REDEVELOPMENT DISTRICT COMMUNITY
REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section
163.356, Florida Statutes, with a principal address at 1401 N. Miami Avenue, Miami, Florida 33136
("CRA"), and Roja LLC ("GRANTEE") a Florida Limited Liability Company located within the
CRA boundaries at 1657 N Miami Ave Unit D, Miami, Florida 33136 ("PROPERTY").
RECITALS
WHEREAS, the CRA through CRA-R-20-0017, adopted September 24'1' 2020, by the Board of
Commissioners of the CRA, attached and incorporated as Exhibit "A" ("Authorizing Resolution"), has
authorized an Emergency Relief Micro Grant Program ("Program") for the purposes of business
development in the OMNI Redevelopment Area ("Area"); and
WHEREAS, pursuant to the Authorizing Resolution, the Program authorizes the Executive
Director of the CRA ("Executive Director") to disburse funds from the Program, at his discretion, upon
presentation of invoices and satisfactory documentation to qualifying businesses; and
WHEREAS, GRANTEE submitted a grant application and proposals directly to the CRA
requesting funds in the not to exceed amount of Ten Thousand Dollars ($10,000.00) to provide relief
from Economic Distress ("Grant") as defined below;
NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein,
the parties agree to as follows:
THE GRANT
RECITALS. The recitals and all statements contained therein are true and correct and are hereby
incorporated into this Agreement.
GRANT. Subject to the terms and conditions set forth herein and GRANTEE's compliance with
all of its obligations hereunder, the CRA agrees to make available to the GRANTEE the Grant to be
used for small business economic relief, and as disbursed in the manner hereinafter provided.
USE OF GRANT. The Grant shall be used by GRANTEE as follows: to aid in small business
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economic relief, as described in Composite Exhibit "B", attached and incorporated herein. by _this
reference, which includes GRANTEE's 2020 Emergency Business Assistance Application.
COMPLIANCE WITH POLICIES AND PROCEDURES. GRANTEE understands that the use
or the grant is subject to specific reporting, record keeping, .administrative and contracting guidelines,
antother reqUirements affectitig•theactiVities funded by the Grant, GRANTEE covenants. and
..• • ••
agrees to comply with. such requirements and represents and warrants to the CRA that the Grant shall
• . • •
used•iri accordance with all 'Of the. requirements, teiks'And conditions eOntiiiikftheijein, As the same
• may be amended ;during the term hereof. Without limiting the foregoing, GRANTEE represents and
• •
Warrants that it -will comply with, and the Grant will be used in accordance with, all appllcable:federal,
state,land local -codes, laws, rules and regulations.
' •„,', • . .
RECORDS, INSPECTIONS, REPORTS/AUDITS: AND ::EVALUATIONj To t1e exteifl•
required by law, the Inspection and Audit provisions set forth in Sections .18,161 and 1 81:02 ofthe
" - • . • •
Code of the City of Miami, -as amended ("City Code"), are deemed as -being incorporated by reference
herein and additionally apply to this.Agreement. GRANTEE understands, acknowledges, and agrees
that: : • • • . - • ,
(a) the tRA must iiteetbertain record.keei)ing and repbrtirigtequireinents with regard to•the•Grant and
.• •• . .., • 4.•• • •
that in. Order 'to enable thg'eRN.:to 'comply with- its :record keeping and reporting requirements,.
GRANTEE shall maintain all records as required by the CRA; and
(b):at the CRA'S request -and no later than thirty (30) calendar days thereafter,..GAANTEshaltdeliyer z,
• to. the CRA such•reports and written statements relating.tp the use of the Grant as the CRA may require
• from time to time; and . -
. •
(c) all costa:ari- eXpenseaOallbea(a4tUal cost with no markups, and
•• (d) the CRA shall have the right to conduct audits of GRANTEE's records pertaining tO the Grant and
to visit and to inspect thebusiness; and • '
••
. . .
..• .(e) GRANT:Ws failure to comply with these reqUirethents or the receipt or discovety-(Irmonitoringi
" ' • • the or audit) - by • me 'CAA of Any .iricohistent; ihcompleteior inadequate -information shall be
grounds for the immediate termination of this Agreement by the CRA.
•
REVERSION OF ASSETS. Uponthe expiration, termination, or cancellation of the term of
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this Agreement, any unspent Grant funds shall immediately revert to the possession and ownership of
the CRA and GRANTEE shall transfer to the CRA all unused Grant funds at the time of such expiration,
termination, or cancellation.
DJSBURSEMENT OF.`GRAI•JT. Subject to the. terms and conditions contained in this
Agreement, and at the: time of a eentiori of'tlus Agreement,' the-CRA shall make available., to
GRANTEE, on a reimbursementbasis, or directly to grantee in an amountnpt to exceed Tei.Thousand.
•. - Dollars ($10,000.00)in Grant. funds...: Payments will made only'a r'GRANT 0 has submitted to
the.C.RA such igyoice•s;'(a) which shall be accompanied by sufficient supporting documentation and
contain sufficient details,.to constitute a "Proper Invoice" -as defined by Florida Statutes Section 2f8.73 .
and 218.74, and (b) which -are subject to verification by the.:CRA as acceptable. Grant funds shall not
be used in -any form intonsistent'with the terms, conditions, .obligations; and requirements' dontained
herein:"' .
• TERM. The term of this Agreement shall commence on date first above written and shall
terminate upon full disbursement of Ten Thousand :Dollars ($10,000.00) from the Grant; provided,
however, .that: all :rights of the CRA to . audit or inspect, torequire .reversion of :assets; to enforce
representations, . warranties and certifications, to default_ :. 'remedies, to limitation of liability: and.
indemni cation, and' tq, recovery of fees, expenses; and costs shall .survive the'expiration or earlier
termination of this Agreement.
. REMEDIES: •TOR NONCOMPLIANCE. If :GRANTEE :.fails ...to, • perform ,ariy.:.of .-its
•
obligations'or covenants hereunder, or materially breaches any of the terms, conditions, obligations; or
requirements contained herein then -the CRA. shall have the Tightto take one or more:of the following
actions, irrespectiveof any,remedes available. to it in law and/or equity:
(a). Withhold cash:payments,•.pending correction: of the, deficiency by GRANTEE; or such• more severe
enforcement actions as the CRA determines is neces-sary or appropriate;
(b) Recover payments made to GRANTEE;
,(c) Wholly or:partially.m suspend or terminate thecurrcnt Grant Program Funds awarded.to GRANTEE;•
(d) Disallow (that is, deny the use of the Grant for) all or any part of the cost for the activity or action
for the Project not in compliance;
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•
(e) Withhold further awards; and •
. (f) Take such other actions and/or remedies that may be legally permitted..
NON-DISCRIMINATION. GRANTEE, for itself and on behalf of its contractors and sub-
• contractprs, 'agrees :that it shall not discriminate as to race, sex, color, religion, national origin, age,
marital -status, sexual orientation; or'aisability in c�ection with itsperformance under this Agreement.
Furtherimore, GRANTEE represents that no• otherwise .qualified individual.. shall, solely, .ley.. reason of.
- his/her race, sex, color,: religion,_ national origin, age;maritel status, "sexual orientation; or disability be
excluded. from the participation in, be denied benefits of, or be subjected to discrimination under any
program or aetiv ty receiving financial assistance pursuant to this Agreement:
• • . ••• CONFLICT OF. INTEREST,, GRANTEE has received copies of, or is familiar with, 'the
following provisions regarding conflict of interest ih the performance of this Agreement by GItA TEE. "
GRANTEE covenants, represents,and warrants that it will with all applicable .Ceoiiflict Tof interest
provisions including, but notlin ited,to, the: . • '
0) Code ofthe City of Miami, Florida, Chapter 2,.Article V; and
. (b) County Code, Section2.11-.1:
ASSIGNMENT: This Agreement shall •not beassigned by GRANTEE, in whole ,or in part
without the prior written consent of the CRA, which may be withheld or conditioned,in the4CRA's: sole
discretion... • . .
CONTINGENCY CLAUSE.::11unding for•this Agreement iscontingenton the` availability: of
fiords. and continued .authorization for grant activities and is subject to, amendment or termination due
to' lackof funds or authorization, reduction of funds;:and/or change in regulations.
CERTIFICATIONS RELATING TO TEE:GRATT. GRANTEE. certifies that:
(a) All expenditures of the Grant shall be made in accordance with the provisions of this Agreement.
(b) Reasonable accounting records: shall' be: maintained' by -GRANTEE:
.-(c). Tlie expenditures • of the. Grant shall.lie properly iiociimerited; and such documentation- shall be
maintained on file.
(d) Periodic progress reports shall be provided to the CRA as requested from time to time.
Page 4 of 12
(e) No expenditure of Grant funds shall be used for political activities.
• (f) GRANTEE shall be liable to. the CRA for any amount of the Grant expended in a manner
inconsistent with helping the small business.
-mRittrEw • ; •
(a) GRARIEE shall•Cof?dli.with and receive approval fromthe CRA's Executive Director regarding
• • .- • • • -- • - • . . •:: . . _ -
all usesmnd displays ofthe recognition of the CRA._.:•.. • . ,
- • - .
, (b ).GRANtEE sliall.prOilinently display signage acknowledging the CRA's Grant contribution to the
.,„ blisliiess at GRANTEE's 'primary place.of•business, and for a period of two (2) years after expiration
oftlifi Agreement: '• • .
• -
(9) GRANTEE Shalt produce, publish, advertise, disclose; or exhibit the CRA's name.andiorlogo, in
" • acknoWledgeiitent of the CRA'S COntribution to the business; forms of-media:and communications .
Created byGRANTEE in relation to this Agreement add/orthe business, for the purpose Of publication,
promotion, illustration, adv.ertisiug, trade or any other lawf4lpurP(Mq,•inclecling but not. limited to
stationary,mewspiper?,periodicals, billboard?, posters, email, :6'60; Mail,. telephone-pliblic
•• • • . •....
events, and television,:raclio, or intemetOvertisemen or pOiting?,or interyieWs:. -•
•
(d) The CRA shall have the right to approve the filidtand placement of all atiCriowledgements, which
approval shall not be. unr'easonably:Withheld.
(e). GRANTEE further agrees -that the CRA's name and logo may, not be otherwise used, copied,
reproduced, altered• in any manner, or sold to others for purposes. other than those .specified in this
. . - •
•
Agreement Nothing in this Agreement, or in GRANTEE's use ofthe CRA's dame and logo, confers or
may be construed as conferringGRANTEE any nght, title, or interest whatsoever in the CRA's name,
: • . .• •
identifYing infOimation, an4 logo beyond .the limited right granted id this Agreement.
• •
• •
DEFAULT. If GRANTEE .fails to _comply with any term or condition of this Agreement, or
fail to perfbiin• ;any of its obligatiods•ehereurider,.thed-GRANTEE- shalt:be in dcfault Upon the
'oCcuriefice.kit a defkult hereunderThe"CRA, niaddition to all remedies available t& it ,by l*hmay
unmediately, upon written difitice to -GRANTEE, •terminate il4s.Agre,emaiii4ereuPb*alfpa1ents,
advances, or other compensation paid by the CRA to GRANTEE while GRANTEE Wei iddefatilf shall -
be immediately returned to the CRA. -ORAMTEE. UnderStaddi and agrees that termination of this
Page 5 of 12
- , Agreement under this section shall not release GRANTEE from any obligations accruing prior to the
effective date of termination.
NO LIABILITY OF THE CRA OR THE CITY. None of the respective officers, employees,
agents, representatives; or:principal's, whether disclosed or undisclosed, of the CRA and of the City of
Miami ("City") shaIl•have any person liabiiity°with respect to any of the -provisions of this Agreement.
Any liability of the. CRA and•. of the City ;under #his .A.greeznent shall•.be subject to the .limitations. .
•imposed by- Section,768.28,•Florida Statutes. • -
SPECIFIC PERFORMANCE; In- the event of breach of .this Agreement by the CRA, the
GRANTEE. may only seek. specific'•performance of thelGrant Agreementand.any recovery shall.. be
limited to the -actual amount Of.the costs. not to exceed the ainount,of Grantfundmg authorized in this ,
"'agreement. In no event shall the CRA be• liable to,GRANTEE for any additional. compensatioii,_bther
than that provided herein; :or for_any consequential or:incidental• damages..:° .'
• INDEMNIFICATION OF THE C1 A: AND THE- CITY. GRANI'Et . hereby agrees 'to
indemnify,'pr`otect,_defend;-.save, release; and hold harmless the CRA, the City,: and their•respective
officers, employees, agents; representatives, and principals from arid"against any and"all. claims, actions,
damages,, liability._;a id: expense (including fees; costs;. and,:expenses of attorneys, investigatorsand.
experts) in . connection' with- loss of -life, personal• injury, or damage • to property _' arising out of -the.•
•
performance or :non-performance-of:this Agreement and the Project, except to the extent such loss,
injury or damage waseaused bythe:,gross negligence of the CRA,the'City, or their respecttve,offcers,
employees, agents, representatives, and principals.
• DISPUTES: In the event:of a: dispute -between• the CRA and•GRANTEE as• to the terms•and
conditions of this'Agreeineht; the CRA and GRANTEE shall -notify each in writing ofthe •dispute and
proceed in gcioti faith to'resolve thedispute within thirty (30) calendar days of such -written notice. If-,
the dispute Is not resolved within' such thirty'(30)^ealendar days, the dispute shall be.stibmitted to. the
CRA's Bbard.of Commissioners.("Board")-for" resolution within ninety (90) calendar days ,thereot; or
such longer, period, as may be agreed,to by the parties to this Agreements The Board's•• decision shall be
deemed:finalagd;binding on the parties: • • . ;.
CONSTRUCTION.. •Should the' 'provisions of 'this •Agreement -'require judicial . or arbitral
interpretation, it is agreed that thejiiiiiaial•or arbitral body -interpreting or construing the same shall not
Page 6of12
apply the assumption that the terms hereof shall be more strictly construed against one party by reason
of the rule of construction that an instrument is to be construed more strictly against the party which
itself or through its agents prepared same, it being agreed that the agents..of both parties have equally
.participated in.the preparation of this Agreement.
COVENANTS: Each eitant; - agreement, obligation, --term; ..condition or• other prevision
hereincontained shall..be deemed and'construed a as .separate and independent covenant_ .f the party.
Eiound by,. undertaking:or making' the 'same, not dependent on :any other•provision of this 'Agreement
`unless otherwise expressly provided. All of the terms and conditions set forth in this Agreement shall
apply, throughoutthe tern of this Agreement unless otherwise expressly set forth herein. ,
CONFLICTING TERMS. Is event of Conf
lict flict between the terms of. this.Agreement and ,
:'any terms orconditions contained in any attached documents, the. terms of this Agreen ent Shall govern..
' `WAIVER. No waiver or breach of any provision of this Agreement shall constitute .a waiver
.of any subsequent :breach,ofthe same or any .other provision hereof, and no waiver shall be effective
. unless:made in•writing by.the non -breaching party..
. SEVERABLLITY:•Should'any provision containedi i "this Agreement be deterininedby a court'
of competent jurisdiction"to�:be. invalid, .illegal, or otherwise unenforceable under the laws of the State
of Florida, then such provision shalt be deemed modified to the extent necessary iti order to- conform
With, such. laws,." or if not. modifiable to eorifbrm with such:laws, that.same shall. be deemed severable,
and "in either`everit; the retraining terms and .provisions of this Agreement shall remain-unmodaifed"and • ""'
in fuli.force and effect.- .. . ,
•NO THIRD -PARTY• BENEFICIARY RIGHTS. No -provision of this Agreement:"shall; in
any way, inureto the benefit of any third.parties_so.as to: constitute any such third party;a beneficiary
•
of this' Agreement,or of -anyone or.more Oldie terms hereof, or.otherwise give rise to any cause of ,
action in any party not'a party hereto:
AMENDMENTS. No.amendment -to this Agreement .shall. be binding on either party, unless
in writing and -signed by the authorized representatives of both parties, .
• OWNERSHIP OF'DOCUMENTS. upon request by.:the CRA,..all'docurnents:develi ped by
GRANTEE shall be delivered to the CRA upon completion of this Agreement; and may be used by the
CRA, without restriction or limitation. GRANTEE agrees that aliidocuments maintained and generated
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pursuant to this Agreement shall be subject to all provisions of the Public Records Law, Chapter 119,
Florida Statutes. It is further understood by and between the parties that any document which is given
by the CRA to GRANTEE pursuant to this Agreement shall at all times remain the property of the
CRA, and shall not be used by GRANTEE for any other purposes whatsoever, without the written
consent of the CRA.
PUBLIC RECORDS. GRANTEE understands that the public shall have access, at all
reasonable times, to all documents and information pertaining to the CRA, subject to the provisions of
Chapter 119, Florida Statutes, and any specific exemptions there from, and GRANTEE agrees to allow
access by the CRA and the public to all documents subject to disclosure under applicable law unless
there is a specific exemption from such access. GRANTEE's failure or refusal to comply with the
provisions of this section shall result in immediate termination of the Agreement by the CRA.
Pursuant to the provisions of Section 119.0701, Florida Statutes, GRANTEE must comply with the
Florida Public Records Laws, specifically the GRANTEE must:
A. Keep and maintain public records that ordinarily and necessarily would be required by
the public agency in order to perform the service.
B. Provide the public with access to public records on the same terms and conditions that
the public agency would provide the records and at a cost that does not exceed the cost provided
in this chapter or as otherwise provided by law.
C. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law.
D. Meet all requirements for retaining public records and transfer, at no cost, to the public
agency all public records in possession of the GRANTEE upon termination of the contract and
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destroy any duplicate public records that are exempt or confidential and exempt from public
records disclosure requirements.
E. All records stored electronically must be provided to the CRA in a format compatible
with the information technology systems of the public agency.
GRANTEE agrees that any of the obligations in this section will survive the term, termination and
cancellation hereof.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT 305-679-6870, IJONES@MIAMIGOV.COM, AND 1401 NORTH
MIAMI AVENUE, MIAMI, FLORIDA 33136.
AWARD OF AGREEMENT. GRANTEE warrants that it has not employed or retained any
person employed by the CRA to solicit or secure this Agreement, and that it has not offered to pay,
paid, or agreed to pay any person employed by the CRA any fee, commission percentage, brokerage
fee, or gift of any kind contingent upon or resulting from the award of the Grant.
NON-DELEGABILITY. The obligations of GRANTEE under this Agreement shall not be
delegated or assigned to any other party without the CRA's prior written consent which may be withheld
by the CRA, in its sole discretion.
CONSTRUCTION OF AGREEMENT, GOVERNING LAW, AND VENUE. This Agreement
shall be construed and enforced in accordance with Florida law without regard to its conflicts of law
provisions. In the event of litigation, controversies, or legal problems arising out of or as a result of this
Agreement, shall be submitted to the jurisdiction of the State of Florida courts in the Eleventh Judicial
Circuit in and for Miami -Dade County, Florida. The venue shall be Miami -Dade County, Florida. Each
party shall be responsible for its own attorney's fees, costs, and expenses. Moreover, GRANTEE
acknowledges that it shall adhere to any and all state, local, and federal laws, rules and regulations and
in complying with this Agreement, to include the Code of the City of Miami, Florida, as amended.
Page 9 of 12
WAIVER OF JURY TRIAL. GRANTEE and the CRA hereby knowingly, irrevocably,
voluntarily, and intentionally waive any right either may have to a trial by jury in respect to any action,
proceeding, claim, or counterclaim based on this Agreement, or arising out of, under, or in connection
with this Agreement, any renewal(s) hereof, any amendment, extension, or modification of this
Agreement, or any other agreement executed between the parties in connection with this Agreement or
any other course of conduct, course of dealing, statements (whether verbal or written), or any other
actions of any party hereto. This waiver is a material inducement for the CRA and the GRANTEE to
enter into tliis Agreement.
TERMINATION OF CONTRACT FOR CONVENIENCE. The CRA retains the right to
terminate this Agreement at any time for convenience, without penalty to the CRA. In that event, the
CRA shall give five (5) days written notice of termination to GRANTEE.
NOTICE. All notices or other communications which shall or may be given pursuant to this
Agreement shall be in writing and shall be delivered by personal service, or by registered mail,
addressed to the party at the address indicated herein or as the same may be changed from time to time.
Such notice shall be deemed given on the day on which personally served, or, if by mail, on the fifth
(5t1) day after being posted, or the date of actual receipt, whichever is earlier.
To CRA:
Omni Redevelopment District Community Redevelopment Agency
1401 North Miami Avenue, Miami, FL 33136 •
Attn: Executive Director
To GRANTEE:
Attn: Roja, LLC.
1657 N Miami Ave, Unit D
Miami Florida 33136
INDEPENDENT CONTRACTOR. GRANTEE, its contractors, subcontractors, employees,
and agents shall be deemed to be independent contractors, and not agents or employees of the CRA or
City, and shall not attain any rights or benefits under the civil service or pension programs of the CRA
or City, or any rights generally afforded its employees; further, they shall not be deemed entitled to
Florida Workers' Compensation benefits as employees of the CRA or City.
SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto,
and their respective heirs, executors, legal representatives, successors, and assigns.
Page 10 of 12
AUTHORITY. Both the CRA and GRANTEE certify that each possesses the legal authority
to enter into this Agreement. A resolution, motion or similar action has been duly adopted as an official
act of each party as a governing body, authorizing the execution of this Agreement, and identifying the
official representative of each to act in connection herewith and to provide such additional information
as may be required by the terms of this Agreement.
SURVIVAL. All obligations (including but not limited to indemnity and obligations to defend,
release, and hold harmless) and rights of any party arising during or attributable to the period prior to
expiration or earlier termination of this Agreement shall survive such expiration or earlier termination.
CAPTIONS. The captions in this Agreement are for convenience only and are not a part of
this Agreement and do not in any way define, limit, describe, or amplify the terms and provisions of
this Agreement or the scope or intent thereof.
ENTIRE AGREEMENT. This instrument and its attachments constitute the sole and entire
agreement of the parties hereto relating to the Grant, and correctly set forth the rights, duties, and
obligations of the parties. There are no collateral or oral agreements or understandings between the
CRA and GRANTEE relating to this Agreement or the Grant. Any promises, negotiations, or
representations not expressly set forth in this Agreement are of no force or effect. This Agreement
shall not be modified in any manner except by an instrument in writing executed by the authorized
representatives of the parties. The .CRA's, authorized representative is the Executive Director.
GRANTEE's authorized representative is Afroja K Shova in accordance with GRANTEE's corporate
authorization, attached and incorporated as Composite Exhibit "C", which includes GRANTEE's
Corporate Status Update.
COUNTERPARTS; ELECTRONIC SIGNATURES. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument. Facsimile, .pdf and other electronic signatures to this
Agreement shall have the same effect as original signatures.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE}
{Remainder of Page Intentionally Left Blank}
Page 11 of 12
Name:
ATTEST:
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by
their respective officials thereunto duly authorized as of the day and year above written.
ATTEST: COMPANY: ROJA LLC
By: %'` c
,
Todd B. Hannon, Clerk of the Board
Date:
\ Ia�1anai
By: k • S H o U6
Name: Afroja K Shova
Title: !NI R-1^ e# erg
OMNI REDEVELOPMENT DISTRICT
COMMUNITY REDEVELOPMENT
AGENCY of the City of Miami, a public
agency and body corporate created pursuant
to Section 163.356, Florida Statutes ("CRA")
By: -
Jason W ker, Executive Director
APPROVED AS TO LEGAL FORM
AND CORRECTNESS:
By: gaAitt24L 7 OAP
Victoria Mgndez, General Counsel
1. EXHIBIT A - OMNI CRA-R-20-0017, adopted September 24, 2020
2. EXHIBIT B - GRANTEE APPLICATION
3. EXHIBIT C - GRANTEE'S Certificate of Corporate Authorization & Corporate Status
Update
Page 12 of 12
Exhibit A
OMNI CRA-R-20-0017, adopted September 24, 2020
Oct4b3? wtbs!F cr '!+ff CF±v of M_amI
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Print This Page
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OMNI CRA Resolution
CRA-R-20-0017
A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT
DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA") CREATING AN EMERGENCY
RELIEF MICROGRANT PROGRAM ("PROGRAM") TO PROVIDE RELIEF FROM ECONOMIC
DISTRESS FOR SMALL BUSINESSES IN THE OMNI REDEVELOPMENT AREA AFFECTED BY
VARIOUS FACTORS INCLUDING BUT NOT LIMITED TO THE COVID-19 PANDEMIC
("PANDEMIC"); ALLOCATING ONE MILLION DOLLARS ($1,000,000.00) FROM PAGE 5,
LINE ITEM 24 OF THE 2020-2021 OMNI CRA BUDGET FOR THE PROGRAM; ALLOWING AND
AUTHORIZING THE DISBURSEMENT OF FUNDS, SUBJECT TO THE EXECUTIVE DIRECTOR'S
DISCRETION, TO ELIGIBLE BUSINESSES IN AN AMOUNT NOT TO EXCEED TWENTY FIVE
THOUSAND DOLLARS ($25,000.00) PER BUSINESS UPON THE PROVISION OF
SATISFACTORY DOCUMENTATION FOR THE PURPOSES STATED HEREIN.
Information
Department:
Category:
Attachments
OMNI Community
Redevelopment Agency
Grant
Agenda Summary and legislation
7932 COVID-19 Emergency Grant Application
Body/Legislation
Sponsors:
WHEREAS, the Omni Redevelopment District Community Redevelopment Agency ("CRA°) is
responsible for carrying out community redevelopment activities and projects within the Omni
Redevelopment Area ("Area") in accordance with the 2010 Omni CRA Redevelopment Plan ("Plan");
and
WHEREAS, Section 4.4, C., D-1, at page 41 of the Plan; Section 4.4, D., A02, at page 42 of the
Plan; and Section 4.4, E., D-7, at page 42 of the Plan all list maximizing conditions for residents to live
in the Area, the elimination of conditions which contribute to blight, and minimizing condemnation and
relocation as stated redevelopment objectives; and
WHEREAS, Section 5 of the Plan, titled "Projects and Strategies", also authorizes the CRA to
further authorize "small business development through the creation of financial resource pools"; and
WHEREAS, Page 97 of the Plan also authorizes the CRA to engage in the "encouragement of
small business opportunities" in the Area; and
WHEREAS, on March 11, 2020, the World Health Organization declared the Coronavirus
Disease 2019 ("COVID-19") a pandemic; and
WHEREAS, the City of Miami ("City") declared a State of Local Emergency on March 12,
2020 resulting in the closure of non -essential businesses and stay at home orders; and
WHEREAS, during March 2020, Florida Govemor Ron DeSantis entered several Executive
Orders restricting non -essential local businesses within the City and the Area, restrictions specifically
affecting numerous retail and food service establishments; and
WHEREAS, the CRA has previously engaged in an extensive campaign to foster walkable
ground -floor activations, particularly focusing on retail, restaurants, and other businesses which have
been heavily impacted by restrictions related to the Pandemic; and
WHEREAS, these businesses are vital to the healthy redevelopment of the Area, and
WHEREAS, the Board of Commissioners wishes to create a grant program to provide
assistance and relief to affected small businesses in the Area ("Program"); and
WHEREAS, the Board of Commissioners wishes to allocate one million dollars
($1,000,000.00) to the Program; and
WHEREAS, funds are available from page 5, line item 24 of the 2020-2021 CRA's budget for
the Program; and
WHEREAS, the Executive Director is requesting discretionary authority to disburse funds
from the Program to eligible small businesses within the Area upon presentation of satisfactory
documentation without the need for further approval from the Board of Commissioners; and
WHEREAS, each eligible small business entity shall receive an amount not to exceed twenty-
five thousand dollars ($25,000.00) from the Program;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE
OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF
MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble of this Resolution are adopted by
reference hereto and incorporated herein as if fully set forth in this Section.
Section 2. The Program is hereby established with funds in the amount of one million dollars
($1,000,000.00) allocated from page 5, line item 24 of the 2020-2021 CRA budget.
Section 3. The Executive Director is authorized to disburse funds to eligible small businesses,
either directly, on a reimbursement basis, or directly to vendors, upon presentation of invoices and
satisfactory documentation, solely within his discretion, in an amount not to exceed twenty five
thousand dollars ($25,000.00) per business from the Program.
Section 4. The Executive Director is authorized to negotiate and execute any and all documents
necessary to effectuate the Program, all in forms acceptable to the General Counsel.
Section 5. This Resolution shall become effective immediately upon its adoption,
Meeting History
Sep 24, 2020 9:00 AM
RESULT:
MOVER:
SECONDER:
AYES:
OMNI
Community Redevelopment Regular Meeting
Agency
ADOPTED WITH MODIPICATION(S) [UNANIMOUS]
Manolo Reyes, Board Member, District Four
Ken Russell, Board Member, District Two
Alex Diaz de la Portilla, Joe Carollo, Ken Russell, Manolu Reyes, Keon Hardemon
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a Draft
Exhibit B
GRANTEE APPLICATION
Omni
CRA
Emergency Business Microgrant
BUSINESS NAME
f---A 6._ a
SMALL BUSINESS EMERGENCY MICROGRANT APPLICATION
Applicants must meet the below criteria:
["Locally owned and independently operated
O Physically established within the Omni CRA Redevelopment Area
(Check if your business address meets eligibility)
O Be an Eligible Business, including, but not limited to:
■ Independent restaurants, (includes full -service, limited service, and cafe establishments)
■ Hotels/motels
■ Bar/nightclub
FSmall retail
• Galleries
• Hair, beauty, and other personal services (salons / spas, barbers, massage therapist, tattoo, etc.)
• Cleaning and laundry services
• Fitness centers and gyms
• Personal care services (child/daycare, disabled, & elderly care services, funeral services, etc.)
�% la Event spaces & services (event planners, caterers & staffing agencies, coworking spaces)
H Been opened and operational for a minimum of one year
fi Have applied for one or more_of the SBA financial products targeted to COVID-19 relief, if
eligible
&I/Have 50 employees or fewe
M" Affirm a Toss of revenue due to COVID-19
Omni Community Redevelopment Agency • Alex Diaz de la Portilla, Chairman • Jason Walker, Executive Director
1401 N. Miami Ave., 2" Floor, Miami, FL 33136 • www.omnicra.com • 305.679.6868
2
ilia
Omni
CRA
Emergency Business Microgrant
To receive funding through this program, each business will be required to clearly articulate a plan for
utilizing CRA funds for an eligible use.
The grant award can be used for the following:
VEommercial Lease payments with documentation of attempted deferral of lease payments.
O Commercial Mortgage and high interest loan payments with documentation of attempted
deferral of repayment.
4mployee Salary and Benefits and funding existing Payroll or rehiring of staff which were laid off
or furloughed due to COVID-19 quarantines
O Other Sales, General, and Administrative expenses (SGA) deemed critical for business operations
O New equipment needed to assist the business to a temporary digital or takeout transition (e.g.
webcams for virtual trainings, software licensing for videoconferencing, etc.)
C�1 Utility payments
Further stipulations of the Grant
D Recipients only use the funding on business location(s) within the Omni CRA redevelopment
area
O Business may not issue any shareholder dividends for one year after reception of grant
D The business is required to remain open for the period of the Emergency, if possible
O The recipient of the grant must keep detailed records of the use of the funding, which shall be
mailed to the CRA at the end of the loan period
D If appropriate the business may be requested to provide in -kind services to the CRA for
redevelopment efforts, at a later date
Omni Community Redevelopment Agency • AIQx Dfaz de la Portilla, Chairman • Jason Walker, Executive Director
1401 N. Miami Ave., 2•,d Floor, Miami, FL 33136 • www.omnicra.com • 305.679.6868
3
/itF
Omni
CRA
Emergency Business Microgrant
CONTACT INFO
Contact Name
flf oJA K• SHovn
14L 1
Contact Mailing Address
It.5N,v1/Am, A1/-P t b
yvt ("A n4 33134,
Contact Telephone
�gb - 5-4439
Contact Email
BUSINESS INFO
Property Owner Name
'f5 L
N,-Lap4
1-1-0--
Business Address
1 C S4 N, M Ilk hi i Vf—,- t'7
%v% A yv1 i f ‘.-- " "3 3 1 3
Start of Business Date geriftj._Ck
"D /NA/ /Q-0)-#,4 in F.Tetp.:..-A.
12 ,214 _ 2,1
io - 1 6--,.2orA
Employees Jan 1, 2020
,
11
Total Retail (Sq. Ft.)
146E'',
Remaining Employees4
-.
Description of the business
Ecma
-D-etel_ - G
1.1-61-.ze_ .
• g"
Omni Community Redevelopment Agency • Alex Diaz de la Portilla, Chairman • Jason Walker, Executive Director
1401 N. Miami Ave., 2nd Floor, Miami, FL 33136 www.omnicra.com • 305.679.6868
4
BUSINESS NAME
rs
Omni
C R A
Emergency Business Microgrant
Please return this completed application and any required documentation to aold@miamigov.com.
Required documentation:
LI' State of Florida business registration with Current Status from the Florida Division of
Corporations
ICY Most recent Annual or Quarterly Balance Sheet or Profit & Loss Statement
hd Current City of Miami Business Tax Receipt
11d Full employee list (as of January 31, 2020 and date of application)
0' Copy of most recent Utility Bill statement or current General Liability Insurance Policy.
Lld W-9
qd Completed ACH Form
Omni Community Redevelopment Agency • Alex Diaz de la Portilla, Chairman • Jason Walker, Executive Director
1401 N. Miami Ave., 2^4 Floor, Miami, FL 33136 • www.omnicra.com • 305.679.6868
5
1
Omni
CRA
Emergency Business Microgrant
GRANT NARRATIVE (dearly articulate a plan for utilizing grant funds for an eligible use)
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•
As a current business owner in this community who has suffered a Toss of revenue due to the COVID-
19 pandemic, and closures resulting thereof, I wish to participate in the OMNI CRA EMERGENCY
BUSINESS MICROGRANT PROGRAM. I understand that this application does not imply acceptance in
the program and, that my application is reviewed by the CRA for possible approval. I acknowledge
that I have received a copy of the Grant Program Procedures and will comply with all requirements
should I be awarded a grant.
A •K, • SVavA
Signature / Print Name for Business Owner Name Date
►2-15-20Zo
Omni Community Redevelopment Agency • Alex Diaz de la Portilla, Chairman • Jason Walker, Executive Director
1401 N. Miami Ave., 2^'' Floor, Miami, FL 33136 • www.omnicra.com 305.679.6868
6
1:*
Omni
CRA
Emergency Business Microgrant
Applications will may be disqualified for approval for the following reasons:
O Applicant did not provide documentation demonstrating that the eligibility criteria have been
met.
O Grant would not support redevelopment of the CRA
O The business is not located in the Omni CRA Redevelopment Area.
O The grant will provide funds for speculation in any kind of property, real or personal, tangible or
intangible;
O If the applicant is a charitable institution or non-profit enterprise:
O If the purpose of the grant is to finance the acquisition of real property or land.
O If the Applicant and/or its principals are in debt to the City of Miami.
O If the Applicant and/or business owner have been debarred from doing business with federal,
state, county or local government.
O Lack of funds.
OFFICE USE ONLY
Date Received:
pprov d / Denied
Omni Community Redevelopment Agency • Alex Diaz de la Portilla, Chairman • Jason Walker, Executive Director
1401 N. Miami Ave., 2nd Floor, Miami, FL 33136 • www.omnicra.com 305.679.6868
7
Omni
CIA
Emergency Business Microgrant Award Criteria
The Omni CRA's mission to prevent conditions giving rise to slum and blight, to reduce crime, and to improve the quality of life
for residents and visitors to the Redevelopment Area, makes the Business Improvement Grant Program an important tool in
improving the district. Grants are generally awarded on a rolling basis as funding permits and the program is renewed each
fiscal year.
Omni CRA's Emergency Business Microgrant Applications are reviewed by CRA staff and recommended to the Executive
Director for award based on a set of criteria, including but not limited to neighborhood of the business, specific commercial
corridor of business, ownership of the property, historical track record of the business owners, employment projections and/or
track record of the business, ability for business to attract visitors to the neighborhood, long term vision and connection to the
neighborhood, ability of business to serve unmet needs of residents and stakeholders in the neighborhood, activation of
underutilized spaces throughout the neighborhood, previous grants awarded to and projected aesthetic or street level
improvements, as well as how impacted the business has been by the emergency closures and changes in economy due to the
Emergency.
Each project application is judged by the Executive Director on its individual merits, and how It fits Into the CRA's dynamic
vision for improvement of the neighborhood.
Name of Business: Date of Application: 12115-120
Amount of Grant Approved: 4 IDS Op •
Reasons to Award Grant:
O Grant would support redevelopment of the CRA
O Secure previous investment by CRA
O Ensure important local business
O Employment retention or rehiring
O Business networking/online improvements
O Physical buildout
O Payment of utilities/rent in arrears
O Assist general business costs
I do hereb
a pro - this busi
ss as a grant awardee.
Jason Walkers Date
Executive Director, Omni CRA
ittA -1/1)
Omni Community Redevelopment Agency Ken Russell, Chairman Jason Walker, Executive Director
1401 N. Miami Ave. Miami, FL 33136 • www.omnicra.com - 305.679.6868
Exhibit C
GRANTEE'S Certificate of Corporate Authorization
And
Corporate Status Update
CERTIFICATE OF AUTHORITY
•STA% OF, FLORIPA 5 . .
,_ • j. . . ss 46-16/750i
- COUNTY OF MIAMI-DADE ) ,
"; •
.I HEREBY CERTIFY that a meeting of the iiiemberi of ROJA, LLC, a Florida Limited Liabihty
Company (the "Company"),• whose mailing address is .1057 N Miami ve, Unit D, Miami,t"'I, 33136
• orgaiiii;ed anTexiiting under the laws Of the State of Florida held on. :Of /5 2010/the,follO4i.„
• • ,
resolution was duly passed and adopted : • ‘!-
RESOLVED the following:
•
• 1. ROM, LLC is the registeredowner and operator of a restaurant that is physically located within the bormdanes of
the Onmi CRA at 1657NMianuAve, Unit D,Miami FL 331;DBA Namira.00d.and Deli 2."
• , . . • • • . •
2. Afioja ICSEOvii,IS the Manager of the goiA, LLC. Afrbja'K: Shovais authorized tie execute all Grant agreement; each ..
Redeirelopment District Cotninunity. Redevelopment Agency ("CRA") to the ROJA, LLC, and dated on
otiitioutiiiidate hereof."' • ' , • - - • • - • •
.• • • • .
. • . •
I further Ceicifithat said resolution is noW.ip full force and ffect•
•
• . • •
• •
1 •
" IN WITNESS WHEREOF;the undersignedhas hereunto set its hand a,l_of the ifiyand y.e4i peYtt
(Printed typed Or stamped cOnfririi.§sioiied)
• :
ROJA, LLC.
a horicia-LitaitedjjabilifY-Canipaliy
- • •
By: 4- iz 1-4 o .
Print Name:Afroja K Shovit
Mattager • •
. Sworn to and subscribed befote me thits day of
ROJA,-4,C,--on behalf ofsaid entity Who is( ,) person
following identifteation • . - • •
•
. (Printed, typed os. stampecl commisioned
- . - :.•
' NOtairPub teo
My commissionekpirs
• . .
• ,
Afro's. K Sho Manager of
ihe
0 .43
I •
Detail by Entity Name http://search.sunbiz.org/Inquiry/CorporationSearch/SearchRes...
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fepartrnent of State / Division of Corporations / Search Records / Search by Entty Name /
I
Detail by Entity Name
Florida Limited Liability Company
ROJA, LLC
Filing Information
Document Number L12000159762
FEIIEIN Number 46-1627501
Date Flied 12/24/2012
State FL
Status ACTIVE
Principal Address
1657 N MIAMI AVE
D
MIAMI, FL 33136
Changed: 03/28/2019
Mailing Address
1657 N MIAMI AVE
D
MIAMI, FL 33136
Changed: 03/28/2019
Registered Agent Kama & Address
HERNANDEZ, HARAMIS
600 NE 27 ST
MIAMI, FL 33137
Name Changed: 03/28/2019
Address Changed: 03/28/2019
Authorized Person(s) Detail
Name & Address
Title MGRM
SHOVA, AFROJA K
1657 N MIAMI AVE
D
MIAMI, FL 33136
1 of 2 12/14/20, 12:36 PM
DIVISION OF CORPORATIONS
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jjorg
iJl'/1:.;101t t:y
7,0005.11.1"...01141♦ Nh •Nlf•Uf/ +flllt- ••t //.•'1.41 ► ►' u•
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Filing History
Fictitious Name Detail
Fictitious Name
NAMIRA FOOD AND DELI 2
Filing Information
Registration Number G16000089429
Status ACTIVE
Filed Date 08/19/2016
Expiration Date 12/31/2021
Current Owners 1
County M IAM I-DADE
Total Pages 3
Events Filed 2
FEI/EIN Number NONE
Mailing Address
1657 NORTH MIAMI AVENUE
SUITE D
MIAMI, FL 33136
Owner Information
ROJA LLC
163 NW 14TH STREET
MIAMI, FL 33136
FEI/EIN Number: 46-1627501
Document Number: L12000159762
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06/16/2017 — CHANGE NAME/ADDRESS
10/07/2016 — CHANGE NAME/ADDRESS
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