HomeMy WebLinkAbout23430AGREEMENT INFORMATION
AGREEMENT NUMBER
23430
NAME/TYPE OF AGREEMENT
VENTURE BITES MIAMI, LLC
DESCRIPTION
ANTI -POVERTY INITIATIVE FUNDING AGREEMENT/JOB
DEVELOPMENT, RETENTION & TRAINING PROGRAMS/FILE
ID: 7435/R-20-0152/#26
EFFECTIVE DATE
March 19, 2021
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
3/9/2021
DATE RECEIVED FROM ISSUING
DEPT.
8/5/2021
NOTE
z; tao
CITY OF MIAMI
DOCUMENT ROUTING FORM
ORIGINATING DEPARTMENT: Office of Grants Administration
DEPT. CONTACT PERSON: Malissa T. Sutherland
NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Venture sites Miami LLC
EXT. 1005
IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? 0 YES ❑ NO
TOTAL CONTRACT AMOUNT: $ 10,000 FUNDING INVOLVED? ❑ YES ❑ NO
TYPE OF AGREEMENT:
❑ MANAGEMENT AGREEMENT
❑ PROFESSIONAL SERVICES AGREEMENT
11 GRANT AGREEMENT
❑ EXPERT CONSULTANT AGREEMENT
❑ LICENSE AGREEMENT
❑ PUBLIC WORKS AGREEMENT
❑ MAINTENANCE AGREEMENT
❑ INTER -LOCAL AGREEMENT
❑ LEASE AGREEMENT
❑ PURCHASE OR SALE AGREEMENT
OTHER: (PLEASE SPECIFY) API
PURPOSE OF ITEM (BRIEF SUMMARY): The attached API agreement is being routed for review/signature. The API allocation from the Mayor's Office for
Venture Bites Miami LLC is for $10,000 and does not require Commission approval.
COMMISSION APPROVAL DATE: / / FILE ID: ENACTMENT NO.:
IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN:
ROUTING INFORMATION
Date
PLEASE PRINT AND SIGN
APPROVAL BY DEPARTMENTAL DIRECTOR
2/26/21
PRINT:LILLIAN BLONDET
SIGNATURE: , fI1$x,,
SUBMITTED TO OFFICE OF MANAGEMENT AND
BUDGET
PRINT:LEON MICHEL
SIGNATURE: /�
SUBMITTED TO RISK MANAGEMENT
2/26/21
PRINT: ANN-MARIE PE
il
SIGNATURE: I
i
SUBMITTED TO CITY ATTORNEY
PRINT: VICTORIA MENDEZ
a L 7
SIGNATURE
BY ASSISTANT CITY MANAGER
/3--1APPROVAL
PRINT:FERNANDO CASAMAYOR
SIGNATURE-
RECEIVED BY CITY MANAGER
PRINK' T UR dNO
l
SI NATI'- ...
I
P'1 .
SIGNATURE:
PRINT:
SIGNATURE:
PRINT:
SIGNATURE:
1) ONE ORIGINAL TO CITY CLERK,
2) ONE C OPY TO CITY ATTORNEY'S OFFICE;
3) REMAINING ORIGINALS) TO ORIGINATING]
DEPARTMENT
PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE
EXECUTION BY THE CITY MANAGER
20210224 48_Mayor API Venture Bites Miami
CITY OF MIAMI
ANTI -POVERTY INITIATIVE
FUNDING AGREEMENT
This ANTI -POVERTY INITIATIVE AGREEMENT ("Agreement") is entered into
this 19th day of March , 20 21 by and between the CITY OF MIAMI, a
municipal corporation of the State of Florida, located at 444 SW 2nd Avenue, Miami, FL 33130
("CITY"), and Venture Bites Miami, LLC , a Florida not for profit corporation, located at
120 SW 8th St. Miami, F133130 ("RECIPIENT"). The CITY and the RECIPIENT may each
be referred to as a "Party" and may collectively be referred to as the "Parties."
WHEREAS, the City created the Anti -Poverty Initiative ("API") to address poverty based
on a strategy of focusing the provision of support towards the City's residents achieving self-
sufficiency;'and
WHEREAS, the RECIPIENT submitted a Request for API Funding to the City; and
WHEREAS, the CITY adopted Resolution No. R- 20 _ 0152 on May 14 , 20 20 ,
wherein the CITY approved providing funds to the RECIPIENT in the not to exceed amount of
Ten Thousand dollars ($ 10,000 .00) ("Funds"), attached
and incorporated as Exhibit "A", as applicable; and
WHEREAS, the CITY agrees to enter into this Agreement with the RECIPIENT to set
forth the terms and conditions relating to the use of the Funds by the RECIPIENT.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, the Parties agree as follows:
TERMS
1. RECITALS: The recitals are true and correct and are hereby incorporated into and made
a part of this Agreement.
2. TERM: The term of this Agreement shall commence on January 13 , 20 21 and
shall continue until January 13 , 20 22
3. GRANT OF FUNDS: Subject to the terms and conditions set forth herein and
RECEIPIENT'S compliance with all of its obligations hereunder, the CITY hereby agrees to make
available to the RECIPIENT the Funds to be used for the purpose(s), program(s), initiative(s), and
activity(ies) (as defined in Exhibit "B"), and as disbursed in the manner hereinafter provided.
Page 1
City of Miami
API Funding Agreement
Venture Bites Miami, LLC
4. USE OF FUNDS: The Funds shall be used by the RECIPIENT as described in the
Scope of Work, attached and incorporated herein as Exhibit `B" and the Budget, attached and
incorporated herein as Exhibit "C" submitted by the RECIPIENT to the CITY.
DISBURSEMENT OF FUNDS:
A. The CITY shall provide Funds to the RECIPIENT in the not to exceed amount of
Ten Thousand dollars ($ 10,000 .00).
B. Payment shall be made in accordance with the schedule as set forth in Composite
Exhibit "D".
C. The RECIPIENT shall provide the CITY with a City of Miami Request for Payment
Form attached and incorporated as Composite Exhibit "D" prior to any disbursement of funds
by the CITY.
Prior to any disbursement of funds by the CITY the RECIPIENT will need to provide a
valid and executed W9 form and completed City of Miami Supplier Direct Deposit
(ACH) Authorization Form, as applicable.
D. The RECIPIENT shall provide the CITY a Close -Out Report, in similar format as
Exhibit "F", at the end of the program, summarizing the services, programs and/or activities
described in the Scope of Work as Exhibit "B" and included in the Budget as Exhibit "C".
5. COMPLIANCE WITH POLICIES AND PROCEDURES: RECIPIENT understands
that the use of the Funds is subject to specific reporting, record keeping, administrative and
contracting guidelines, audit, and other requirements affecting the activities being funded by the
API Funds for the Scope of Work. RECIPIENT covenants and agrees to comply with such
requirements, and represents and warrants to the CITY that the Funds shall be used in accordance
with all of the requirements, terms and conditions contained therein, as the same may be amended
during the term hereof. Without limiting of the foregoing, RECIPIENT represents and warrants
that it will comply with, and the Funds will be used in accordance with, all applicable federal,
state, and local codes, laws, rules and regulations.
6. RECORDS, J[NSPECTIO_NKR.EPORTS/AUDITS AND EVALUATION: To the
extent required by law, the Inspection and Audit provisions set forth in Sections 18-101 and
18-102 of the Code of the City of Miami, Florida, as amended ("City Code"), are deemed as
being incorporated by reference herein and additionally apply to this Agreement. The CITY shall
have the right to conduct audits of RECIPIENT'S records pertaining to the Funds and that
Page 2
20210224 48_Mayor API Venture Bites Miami
City of Miami
API Funding Agreement
Venture Bites Miami, LLC
reasonable times, and for a period of up to three (3) years following the termination ofthis
Agreement, audit, or cause to be audited, those books and records of the RECIPIENT
which are related to RECIPIENT'S performance under this Agreement. RECIPIENT agrees to
maintain all such books and records at its principal place of business for a period of three (3)
years after final payment is made under this Agreement. The CITY may also, and the
RECIPIENT shall permit, the CITY and other persons duly authorized by the CITY to inspect all
Agreement records, facilities, goods, and activities of the RECIPIENT 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 RECIPIENT as
requested by the CITY. At the request of the CITY, the RECIPIENT shall transmit to the
CITY written statements of the RECIPIENT's official policies on specified issues relating to the
RECIPIENT's activities.
RECIPIENT understands, acknowledges, and agrees that:
a) The CITY must meet certain record keeping and reporting requirements with regard to the
Funds and that in order to enable the CITY to comply with its record keeping and reporting
requirements, RECIPIENT shall maintain all records as required by the CITY; and
b) At the CITY's request, and no later than thirty (30) days thereafter, RECIPIENT shall
deliver to the CITY such reports and written statements relating to the use of the Funds as
the CITY may require from time to time; and
c) All costs and expenses of the activities described in Exhibit "C" shalI be at actual cost
with no markups; and
d) RECIPIENT'S failure to comply with these requirements or the receipt or discovery (by
monitoring, evaluation, or audit) by the CITY of any inconsistent, incomplete, or
inadequate information shall be grounds for the immediate termination of this Agreement
by the CITY and the immediate reimbursement to the CITY of any and all funds or amounts
disbursed pursuant to this Agreement.
RECIPIENT represents and warrants to the City that: (i) it possesses all qualifications,
licenses and expertise required for the performance of the Scope of Work; (ii) it is not delinquent
in the payment of any sums due to the City, including payment of permit fees, occupational
licenses, etc., nor in the performance of any obligations to the City; and (iii) all personnel assigned
to perform the Scope of Work are and shall be, at all times during the term hereof, fully qualified
and trained to perform the tasks assigned to each.
Page 3
20210224 48_Mayor API Venture Bites Miami
City of Miami
API Funding Agreement
Venture Bites Miami, LLC
Any inconsistent, incomplete, or inadequate information, either received by the CITY or
obtained by the CITY, shall constitute cause for the CITY to terminate this Agreement.
7. AWARD OF AGREEMENT: RECIPIENT represents and warrants to the CITY that
it has not employed or retained any person or company 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 any fee,
commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with,
the award of this Agreement.
8. EOM PLTANCE WITH FEDERAL, STATE AND LOCAL LAWS: RECIPIENT
understands that agreements between private entities and local governments are subject to certain
laws, codes, rules and regulations, including, without limitation, laws pertaining to public records,
conflict of interest, record keeping, etc. The Parties agree to comply with and observe all applicable
laws, codes and ordinances as they may be amended from time to time.
9. TNDEMVINIFICATION: RECIPIENT shall indemnify, defend and hold harmless the
CITY and its officials, employees (collectively referred to as "Indemnitees") and each of them
from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's
fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of
any person or damage to or destruction or Loss of any property arising out of, resulting from, or in
connection with (i) the negligent performance or non-performance of the Services contemplated
by this Agreement (whether active or passive) of RECIPIENT or its employees or subcontractors
(collectively referred to as "RECIPIENT") which is directly caused, in whole or in part, by any
act, omission, default or negligence (whether active or passive or in strict liability) of any of them,
or (ii) the failure of the RECIPIENT to comply materially with any of the requirements herein, or
the failure of the RECIPIENT to conform to statutes, ordinances, or other regulations or
requirements of any governmental authority, local, federal or state, in connection with the
performance of this Agreement even if it is alleged that the CITY, its officials and/or employees
were negligent. RECIPIENT expressly agrees to indemnify, defend and hold harmless the
Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee
or former employee of RECIPIENT, or any of its subcontractors, as provided above, for which the
RECIPIENT's liability to such employee or former employee would otherwise be limited to
payments under state Workers' Compensation or similar laws. RECIPIENT further agrees to
indemnify, defend and hold harmless the Indemnitees from and against (i) any and all Liabilities
Page 4
20210224 48_Mayor API Venture Bites Miami
City of Miami
API Funding Agreement
Venture Bites Miami, LLC
imposed on account of the violation of any law, ordinance, order, rule, regulation, condition, or
requirement, related directly to RECIPIENT's negligent performance under this Agreement,
compliance with which is left by this Agreement to RECIPIENT, and (ii) any and all claims, and/or
suits for Iabor and materials furnished by RECIPIENT or utilized in the performance of this
Agreement or otherwise. This provision shall survive the termination or expiration of this
Agreement, as applicable.
RECIPIENT understands and agrees that any and all liabilities regarding the use of any
subcontractor for Services related to this Agreement shall be borne solely by the RECIPIENT
throughout the duration of this Agreement and that this provision shall survive the termination or
expiration of this Agreement, as applicable.
10. REVERSION OF ASSETS: Upon the expiration, termination, or cancellation of this
Agreement, any unspent API Grant funds shall immediately revert to the possession and ownership
of the CITY and RECIPIENT shall transfer to the CITY all unused API Grant funds at the time of
such expiration, termination, or cancellation
11. DEFAULT: If RECIPIENT fails to comply with any term or condition of this
Agreement, or fails to perform any of its obligations hereunder, then RECIPIENT shall be in
default. Upon the occurrence of a default hereunder the CITY, in addition to all remedies available
to it by law, may immediately, upon written notice to RECIPIENT, terminate this Agreement
whereupon all payments, advances, or other compensation paid by the CITY to RECIPIENT while
RECIPIENT was in default shall be immediately returned to the CITY. RECIPIENT understands
and agrees that termination of this Agreement under this section shall not release RECIPIENT
from any obligation accruing prior to the effective date of termination. Should RECIPIENT be
unable or unwilling to commence to perform the Services within the time provided or
contemplated herein, then, in addition to the foregoing, RECIPIENT shall be liable to the CITY
for all expenses incurred by the CITY in preparation and negotiation of this Agreement, as well as
all costs and expenses incurred by the CITY in the procurement of the Services, including
consequential and incidental damages.
12. CITY'S TERMINATION RIGHTS: The CITY shall have the right to terminate this
Agreement, in its sole discretion, at any time, by giving written notice to RECIPIENT at least
five (5) business days prior to the effective date of such termination. In such event, the CITY shall
pay to RECIPIENT compensation for services rendered and expenses incurred prior to the
Page 5
20210224 48_Mayor API Venture Bites Miami
City of Miami
API Funding Agreement
Venture Bites Miami, LLC
effective date of termination. In no event shall the CITY be liable to RECIPIENT for any
additional compensation, other than that provided herein, or for any consequential or incidental
damages.
13. REIVIEDIES 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 RECIPIENT, 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 RECIPIENT an amount in excess of the total sum provided by this Agreement.
It is hereby understood by and between the CITY and the RECIPIENT that any payment
made in accordance with this Agreement to the RECIPIENT shall be made only if the
RECIPIENT is not in default under the terms of this Agreement. If the RECIPIENT is in default,
the CITY shall not be obligated and shall not pay to the RECIPIENT any sum whatsoever.
If the RECIPIENT fails to comply with any term of this Agreement, the CITY may take
one or more of the following courses of action:
(1) Temporarily withhold cash payments pending correction of the deficiency by
the RECIPIENT, or such more severe enforcement action as the CITY
determines is necessary orappropriate.
(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.
(3) Wholly or partially suspend or terminate the current API Program Funds
awarded to the RECIPIENT.
(4) Withhold further API Program funding for the RECIPIENT.
(5) Take all such other remedies that may be legally available.
14. MARKETING: RECIPIENT shall consult with the City Manager, or his or her
designee, regarding all uses and displays of the recognition of the CITY. The CITY shall have the
right to approve the form and placement of all acknowledgements, which approval shall not be
unreasonably withheld.
15. INSURANCE: The required Insurance, as approved by the City of Miami
Department of Risk Management shall be provided by the RECIPIENT and all such proof shall be
Page 6
20210224 48_Mayor API Venture Bites Miami
City of Miami
API Funding Agreement
Venture Bites Miami, LLC
attached as an Exhibit to this Agreement. Those entities/individuals required to be listed as
additional insured by the Department of Risk Management shall be included on all insurance
certificates and furnished by the RECIPIENT.
RECIPIENT shall, at all times during the term hereof, maintain insurance coverage in
accordance with Exhibit "E" attached and incorporated by this reference. A1I such insurance,
including renewals, shall be subject to the approval of the City for adequacy of protection and
evidence of such coverage shall be furnished to the City on Certificates of Insurance indicating
such insurance to be in force and effect and providing that it will not be canceled during the
performance of the services under this contract.
Execution of this Agreement is contingent upon the receipt of proper insurance documents.
16. NONDISCRIMINATION: RECIPIENT represents and warrants to the City that
RECIPIENT does not and will not engage in discriminatory practices and that there shall be no
discrimination in connection with RECIPIENT's performance under this Agreement on account
of race, color, sex, religion, age, handicap, marital status or national origin. RECIPIENT further
covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex,
religion, age, handicap, marital status or national origin, be excluded from participation in, be
denied services, or be subject to discrimination under any provision of this Agreement.
17. ,ASSIGNMENT: This Agreement shall not be assigned by RECIPIENT, in whole or
in part, without the prior written consent of the CITY, which may be withheld or conditioned, in
the CITY'S sole discretion.
18. CERTIFICATIONS REGARDING DEBARMENT, SUSPENSION, AND OTHER,
RESPONSIBILITY MATTERS: RECIPIENT certifies to the best of its knowledge and belief
that it and its principals:
a) Are not presently debarred, suspended, proposed for debarment, declared ineligible,
or voluntarily excluded from covered transactions by any Federal, State, or local
agency.
b) Have not within a three (3) year period preceding the adoption of the Resolution,
attached and incorporated as Exhibit "A", as applicable, been convicted of or had a
civil judgement rendered against them for the 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
Page 7
20210224 48_Mayor API Venture Bites Miami
City of Miami
API Funding Agreement
Venture Bites Miami, LLC
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 16.b of this certification; and
d) Have not within a three (3) year period preceding the adoption of the Resolution,
attached and incorporated as Exhibit "A", as applicable, had one or more
public transactions (Federal, State, or local) terminated for cause or default.
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 and the
CITY shall have the right to, in the CITY's sole discretion, to not enter into or terminate this
Agreement.
19. NOTICES: All notices or other communications required under this Agreement shall
be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return
receipt requested, addressed to the other party at the address indicated herein or to such other
address as a party may designate by notice given as herein provided. Notice shall be deemed given
on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the
date of actual receipt, whichever is earlier.
RECIPIENT
Venture Bites Miami, LLC
1615 Diplomat Drive
North Miami, F133179
Attn: Bruno Lulinski
CITY
City of Miami
Office of Grants Administration
444 SW 2nd Avenue, 5th Floor
Miami, FL 33130
Attn: Lillian Blondet, Director
With copies to:
Office of the City Attorney
444 SW 2nd Avenue, Suite 945
Miami, FL 33130
Attn: Victoria Mendez, City Attorney
Page 8
20210224 48_Mayor API Venture Bites Miami
City of Miami
API Funding Agreement
Venture Bites Miami, LLC
20. PUBLIC RECORDS: Pursuant to the provisions of Section 119.0701. Florida
Statutes, RECIPIENT must comply with the Florida public records laws, specifically the
RECIPIENT 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 of the Florida Statutes 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
CITY all public records in possession of the RECIPIENT upon termination of the contract
and destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements.
E. All records stored electronically must be provided to the CITY in a format that is
compatible with the information technology systems of the CITY.
IF THE RECIPIENT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
RECIPIENT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS
AT (305) 416-1800, PUBLICRECORDS@MLAMIGOV.COM, AND 444 S.W.
2ND AVENUE, SUITE 945, MIAMI, FL 33130.
21. CONFLICT OF INTEREST: RECIPIENT has received copies of, and/or is familiar
with, the following provisions regarding conflict of interest in the performance of this Agreement
by RECIPIENT. RECIPIENT covenants, represents and warrants that it will comply with all such
conflict of interest provisions including, but not limited to:
(a) the Code of the City of Miami, Florida, Chapter 2, Article V; and
(b) Miami -Dade County Code, Section 2-11.1.
22. GOVERNING LAW. VENUE. AND FEES: This Agreement shall be construed
and enforced according to the laws of the State of Florida. Venue in all proceedings shall be in
Page 9
20210224 48_Mayor API Venture Bites Miami
City of Miami
API Funding Agreement
Venture Bites Miami, LLC
Miami -Dade County, Florida and the parties explicitly agree to the use of this venue. The term
"proceedings" shall include, but not be limited to, all meetings to resolve the dispute, including
voluntary arbitration, mediation, or other alternative dispute resolution mechanism. The parties
both waive any defense that venue in Miami -Dade County is not convenient. In any civil action or
other proceedings between the parties arising out of the Agreement, each party shall bear its own
attorney's fees.
23. WAIVER OF JURY TRIAL: Neither the RECIPIENT, nor any assignee,
successor, heir or personal representative of the RECIPIENT, 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 RECIPIENT,
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.
24. MISCELLANEOUS PROVISIONS:
A. Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
B. No waiver or breach of any provision of this Agreement shall constitute a waiver
of any subsequent breach of the same or any other provision hereof, and no waiver shall be
effective unless made in writing.
C. In the event of conflict between the terms of this Agreement and any terms or
conditions contained in any attached documents, the terms of this Agreement shall control.
D. 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, then same shall be deemed severable, and in either
event, the remaining terms and provisions of this Agreement shall remain unmodified and in full
force and effect or limitation of its use.
Page 10
20210224 48_Mayor API Venture Bites Miami
City of Miami
API Funding Agreement
Venture Bites Miami, LLC
25. NON-DELEGABIILITY: The obligations undertaken by the RECIPIENT 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 withheld in the CITY'S sole discretion.
26. ,SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties
hereto, their heirs, executors, legal representatives, successors, or assigns.
27. INDEPENDENT CONTRACTOR: RECIPIENT, its contractors, subcontractors,
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 programs
of the CITY, or any rights generally afforded its employees; further, they shall not be deemed
entitled to Florida Workers` Compensation benefits as employees of the CITY.
28. NO THIRD -PARTY BENEFICIARY RIGHTS: No provision of this Agreement shall,
in any way, inure to the benefit of any third parties so as to constitute any such third party a
beneficiary of this Agreement, or of anyone or more of the terms hereof, or otherwise give rise to
any cause of action in any party not a party hereto.
29. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the
availability of funds and continued authorization for program activities and the Agreement is
subject to amendment or termination due to lack of allocated and available funds, reduction or
discontinuance of funds or change in laws, codes, rules, policies or regulations, upon thirty (30)
days' notice.
30. RECIPIENT CERTIFICATION: The RECIPIENT 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 RECIPIENT'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 RECIPIENT to act in
connection with this Agreement and to provide such information as may be requested. The
aforementioned authorization for the RECIPIENT is attached and incorporated as Exhibit "G"
31. AUTHORITY: Each person signing this Agreement represents and warrants that he
or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each party
represents and warrants to the other that the execution and delivery of the Agreement and the
performance of such party's obligations and the certifications hereunder have been duly authorized
Page 11
20210224 48_Mayor API Venture Bites Miami
City of Miami
API Funding Agreement
Venture Bites Miami, LLC
and that the Agreement is valid and legal agreement binding on such party and enforceable in
accordance with its terms.
32. CONSTRUCTION: Should the provisions of this Agreement require judicial or arbitraI
interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall
not apply the assumption that the terms hereof shall be more strictly construed against one party
by reason of the rule of construction that an instrument is to be construed more strictly against the
party which itself or through its agents prepared same, it being agreed that the agents of both parties
have equally participated in the preparation of this Agreement.
33. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and
entire agreement between the parties relating to the subject matter hereof and correctly sets forth
the rights, duties, and obligations of each 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. No modification or amendment hereto shall be valid unless in writing and executed by
properly authorized representatives of the parties hereto.
34. 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.
[Remainder intentionally left blank; Signature page to follow]
Page 12
20210224 48_Mayor API Venture Bites Miami
City of Miami
API Funding Agreement
Venture Bites Miami, LLC
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
by their respective officials thereunto duly authorized, this the day and year above written.
ATTEST:
"CITY"
CITY OF MIAMI, a municipal
corporation of the State of Florida
By: / 1 S� \
Todd B. Han Date: Arthur Noriega City Manager Dat •
I '� '.;.U.-►
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
2a..ra6 L 711,..4, e/e/,
Victoria Mendez Date: Ann -Marie Sharpe, Director Date:
City Attorney
Print N
Title:
Hckccra. la 'oQ!F
lei ® N e s„c
Risk Management
"RECIPIENT"
Venture Bites Miami, LLC
A Florida Not-For
Profit Corporation
By:
Print Name: Rr(1np W //145 ;
Title: � 1 //ijt t241e_
Page 13
20210224 48_Mayor API Venture Bites Miami
1/15/2021
Detail by Entity Name
DIVISION OF CORPORATIONS
Dpl.li.l<J! i Jf
1 .org '�r�_ � ��rr:rc fJ
tin ti F?u�/?:t it'i!la4(J
Department of State / Diusion of Corporations / Search Records / Search by Entity Name /
Detail by Entity Name
Florida Limited Liability Company
VENTURE BITES MIAMI LLC
Filing Information
Document Number L20000065958
FEI/EIN Number NONE
Date Filed 02/28/2020
Effective Date 03/01/2020
State FL
Status ACTIVE
Principal Address
120 SW 8TH ST
MIAMI, FL 33130
Mailing Address
1615 DIPLOMAT DRIVE
NORTH MIAMI, FL 33179 UN
Registered Agent Name & Address
LULINSKI, BRUNO
1615 DIPLOMAT DRIVE
NORTH MIAMI, FL 33179
Authorized Person(s) Detail
Name & Address
Title AP
LULINSKI, BRUNO
1615 DIPLOMAT DRIVE
NORTH MIAMI, FL 33179
Annual Reports
No Annual Reports Filed
Document Images
02/28/2020 — Florida Limited Liability View image in PDF format
20210224 48_Mayor API Venture Bites Miami
search sunbiz.org/Inq uiry1CorporationSearch/SearchResultDetail?inq uirytype=EntityName&directionType=lnitial&searchNameOrder=VENTUREBITESMIAMI .. 1/2
ANTI -POVERTY INITIATIVE
FUNDING AGREEMENT
EXHIBIT A - CITY OF MIAMI RESOLUTION
20210224 48_Mayor API Venture Bites Miami
T. Sutherland, Melissa
From: Pascual, Nikolas
Sent: Wednesday, January 13, 2021 3:39 PM
To: T. Sutherland, Malissa
Cc: Boudet, Otto
Subject: Fw: API Guidelines & Funding Request
Attachments: API Guidelines_VentureBites.pdf
Good afternoon Malissa,
Please see attached approved API form from Miami Angels.
Thank you,
Nikolas J. Pascual
Chief of Staff
Office of the Mayor
Telephone: 305-250-5311
Cell: 305-5E2-2802
NPascu a Imiam igov.com
From: Bruno Lulinski <bruno@miamiangels.vc>
Sent: Tuesday, January 12, 2021 1:30 PM
To: Boudet, Otto <OBoudet@miamigov.com>
Cc: Pascual, Nikolas <NPascual@miamigov.com>; Venture Bites Team <team@venturebites.org>
Subject: Re: API Guidelines & Funding Request
UTION::This:is an::email from an ezt'ernafsource:Ptiliot click'Iinks•or openattachmerits Unless you recognizethe
:.senderand knowthe content is safe
Hey Nik and Otto, please find the attached filled out form of API Guidelines for Venture Bites. Also, following up on the
above questions, and including one more - what do you expect is the timeline for the below's approval? Just want to
make sure that when we go out with our marketing materials, we have a full picture of what your office's participation in
the event will be.
Again, thank you so much for your support, and happy to clarify anything or answer any questions over the phone if
easier.
Bruno Lulinski I Director of Investments
Miami Angels
M +1 (786) 210-4694
miamiangels.vc I at?miamianc elsvc
medium.com/Amiamianctels
1
20210224 48_Mayor API Venture Bites Miami
ANTI -POVERTY INITIATIVE
FUNDING AGREEMENT
EXHIBIT B — SCOPE OF WORK
Insert Pages 2 & 3 from Anti -Poverty Funding Request Form
20210224 48_Mayor API Venture Bites Miami
City of Miami
Anti -Poverty Initiative Program
Funding Request Form
ORGANIZATION AND PROGRAM/PROJECT INFORMATION
Organization History and Background Information:
Venmre Bites is Greater Miami's first young professionals association for the next generation of innovators, entrepreneurs, and investors in Miami.
Venture Bites was formed to create an intimate community of peers to inspire and learn from one another while collectively supporting the success of Miami as a future tech hub.
The John S. and James L. Knight Foundation Itas granted Venture Bites S 10.000 to develop a virtual speaker series for our association, as well as to build out the VB Pitch Competition
The VB Pitch Competition is intended to provide non•di lutive grants and top-notch mentorship sessions to college entrepreneurs who are in the intial stages of launching their own business.
Is your program/project providing direct services to residents of the City of Miami? Yes❑✓ No❑
Number of residents your entity will serve:
Frequency of Service:
Age Group Served:
250
One-time
College entrepreneurs (18-24)
Is your program/project impacting one of Miami's disadvantaged communities? Yes [Non
Geographic Area Served (specific to this project/program)
District Served (1, 2, 3, 4, 5, Citywide) Citywide
Neighborhood/Community being served: Miami
Program/Project Priority area (Select one):
n
n
n
Educational Programs for children, youth and adults
Crime Prevention
Elderly meals, transportation, recreational and health/wellness related activities At -
risk youth or youth summer job programs
Transportation services and programs
Job development, retention and training programs
Homeless Services
Food Distribution
Essential supplies, during a State of Emergency, natural disaster, or economic crisis
Return this form to: mtrevino@miamigov.com
(Last Revised May 15, 2020)
Page 2 of 5
20210224 48_Mayor API Venture Bites Miami
City of Miami
Anti -Poverty Initiative Program - Funding Request Form
Program/Project Title: 2021 Venture Bites College Pitch Competition
The Venture Bites College Pitch Competition is a virtual live event pitch competition.
Project/Program Description:
College entrepreneurs building their own. high -growth business will compete to win grants to help them start and build the nest gent high -growth startup in Miami.
On top of cash gams, sponsors like Blackstone and eMerge are providing non -cash prizes, like tickets to eMerge and mcntoship sessions from executives. We will be partnering
with local universities, like UM. F1U. and MDC, to math the largest audience of collegiate entrepreneurs in the Miami area. and will only be allowing collegiate entrepreneurs to apply.
Program Start Date: 2/1/21 Program End Date: 4/15/21
Please describe how this program/project and funding will alleviate poverty within the City of
Miami?
The goal of diversifying Miami's professional ecosystem to include high -growth tech startups would alleviate poverty by allowing our city
to retain our homegrown talent, as well as by bringing in more high -paying jobs (and higher tax revenue, accoordingly), which can be used
for social programs to alleviate poverty. Hopefully. an entrepreneur that wins our pitch competition can begin the next Googie here in our backyard.
IMPACT AND PERFORMANCE:
Describe overall expected outcomes and performance measures for this project/program:
Participants will be asked to submit zip code and corresponding university attended.
Since the program is open for FIU/UM/MDC students, we will be able to report outcomes and applications
by the level of students per university as well as by zip code.
Please attach additional pages to the back of this packet, if the space above is not sufficient.
Return this form to: mtrevino@miamigov.com
(Last Revised May 15, 2020)
Page 3 of 5
20210224 48_Mayor API Venture Bites Miami
ANTI -POVERTY INITIATIVE
FUNDING AGREEMENT
EXHIBIT C — BUDGET
Insert Page 4 from Anti -Poverty Funding Request Form
20210224 48_Mayor API Venture Bites Miami
City of Miami
Anti -Poverty Initiative Program - Funding Request Form
FUNDING REQUEST INFORMATION:
Amount Requested: $10,000
Explain how the City of Miami Anti -Poverty funding will be utilized:
The funding will be utilized to provide non -dilutive cash grants to collegiate entrepreneurs hoping to start their own business.
Between the cost of incorporation, first legal expenses, expenses to build a prototype of software or hardware products, the cash grants provided
to the entrepreneurs will help them make the first jump into building their businesses, The cash grants will cover these initial launch costs.
Itemize API funding related to expenditures below:
Personnel Salaries & Wages: $0
Personnel Benefits $0
Space Rental: $0
Utilities (Electricity, Phone, Internet): $0
Supplies: $o
Marketing: $0
Transportation (Participants): $0
Meals (Participants): $0
Professional Services (List each):
Other (please describe):
Other (please describe):
Other (please describe):
0
Grants to collegiate entrepreneurs - S 10.000 (split amongst various prizes)
Return this form to: mtrevino@miamigov.com
(Last Revised May 15, 2020)
Page 4of5
20210224 48_Mayor API Venture Bites Miami
ANTI -POVERTY INITIATIVE
FUNDING AGREEMENT
COMPOSITE EXHIBIT "D"
20210224 48_Mayor API Venture Bites Miami
API AGREEMENT
COMPOSITE EXHIBIT "D"
PAYMENT SCHEDULE
1. The CITY shall pay the RECIPIENT, up to the sum of $ 10,000 for the services
provided pursuant to this Agreement.
2. Request for Payments should be submitted to the CITY in a form provided by the City and
included in this Exhibit as Request for Payment Form.
3. The RECIPIENT must submit the final request for payment to the CITY within 30 calendar
days following the expiration date or termination date of this Agreement in a form provided by
the CITY. If the RECIPIENT fails to comply with this requirement, the RECIPIENT shall
forfeit all rights to payment and the CITY shall not honor any request submitted thereafter.
4. Schedule of payments to RECIPIENT will be as follows: One time payment
5. Any payment due under this Agreement may be withheld pending the receipt and approval by
the CITY of aII reports and information due from the RECIPIENT as a part of this Agreement
and any modifications thereto.
20210224 48_Mayor API Venture Bites Miami
Date:
a/I g/Z02
Send to:
Program/Project Title:
Recipient's Name:
Recipient's Address:
API Request for Payment Form
Invoice Number: 001
City of Miami
Office of Grants Administration
444 SW 2nd Ave., 5th Floor
Miami, FL 33130
U e.(Wli & -eS 0mr1 l_. LG ?; C fro i
(1/4.e. %owl
:Lao SA5
Kew; �- 3 315 0
1 hereby request payment in the amount of $ 10,000 for expenses incurred in relation to
the City of Miami Anti -Poverty Initiative Activity/Program/Services provide below.
Number of People
Served/Location of
Services
Service Description
Rate
Amount
2Z 0 \II :/kg1cor
Cor,,vpi co,1
- \M-cl-^e. eYA-t s h; Coil Vitt,
ti -caA is QL v;f4D„ i `PA - �-
r'QJ^ Coflvia9ft n r r CAI
ZA*-*'\ NfPRA-Wr5 .
1
10,000
TOTAL: $ 10,000
I certify that the Program/Service was provided in accordance to the approved Program/Project as
described in the API Funding Request Form and that expenses were incurred in the provision of said
Program/Service.
Authorized Representative
Signature
�1061
2202i
Date
B U r o i iA5
Type Name
//'AQ k J r
Title: J
20210224 48_Mayor API Venture Bites Miami
ANTI -POVERTY INITIATIVE
FUNDING AGREEMENT
EXHIBIT E — INSURANCE REQUIREMENTS
I. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $300,000
General Aggregate Limit $600,000
Personal and Adv. Injury $300,000
Products/Completed Operations $300,000
B. Endorsements Required
City of Miami listed as additional insured
Contingent & Contractual Liability
Premises and Operations Liability
Primary Insurance Clause Endorsement
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Scheduled Autos
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 300,000
B. Endorsements Required
City of Miami listed as an additional insured
20210224 48_Mayor API Venture Bites Miami
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of Subrogation
Employer's Liability
A_ Limits of Liability
$100,000 for bodily injury caused by an accident, each accident
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit
IV. Professional Liability/Errors and Omissions Coverage (if applicable)
Combined Single Limit
Each Claim
General Aggregate Limit
Retro Date Included
$ 250,000
$ 250,000
The above policies shall provide the City of Miami with written notice of cancellation or
material change from the insurer in accordance to policy provisions.
Companies authorized to do business in the State of Florida, with the following qualifications,
shall issue all insurance policies required above:
The company must be rated no less than "A-" as to management, and no less than "Class V"
as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M.
Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of
insurance are subject to review and verification by Risk Management prior to insurance
approval.
20210224 48_Mayor API Venture Bites Miami
EXHIBIT G
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (this "Indemnification") is made and entered into as of
January 25 , 20 21, by Venture Bites Miami LLC , a Florida Limited Liability
Company ("Project Sponsor") in favor of the City of Miami, a municipal corporation of Florida
("City") (hereinafter collectively referred to as the "Parties").
RECITALS:
A. Simultaneously with the execution of this Indemnification, the City,
Countrywide and the City are entering into a Donation Agreement establishing the terms and purpose
of the donation (the "Donation Agreement").
B. It is a condition of the Donation Agreement that the Project Sponsor executes
this Indemnification.
NOW THEREFORE, in consideration of the above recitals, and the mutual promises,
covenants, rights, and obligations herein contained, and other good and valuable consideration, the
receipt and sufficiency of which is hereby mutually acknowledged, the Parties hereto agree as follows:
1. FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which are hereby acknowledged, Project Sponsor, on behalf of itself, and its past and present
employees, agents, attorneys, members and managers (in their individual and representative
capacities), subsidiaries, predecessors, affiliates, parent corporations, if any, joint venturers,
successors, agents, assigns, administrators, and trustees agree to INDEMNIFY, DEFEND, AND
HOLD HARMLESS the City, and its respective present, former and future parent corporations,
subsidiaries, predecessors, successors, assigns, assignees, affiliates, divisions, departments,
subdivisions, owners, partners, principals, trustees, creditors, shareholders, servicers joint ventures, co -
venturers, officers and directors (whether acting in such capacity or individually), attorneys, vendors,
accountants, nominees, agents (alleged, apparent or actual), representatives, employees, managers,
administrators, and/or each person or entity acting or purporting to act for them or on their behalf,
(collectively, the "Indemnified Parties"), from any and all claims, costs, attorneys' fees, expenses,
compensation, losses, demands, and all manner of actions, causes and causes of action, suits, debts,
dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims
and demands whatsoever in law or in equity, including demands for damages, judgments, costs, loss
of services, or expenses, arising from or relating to activities and services pursuant to the Donation
Agreement.
2. Without limiting the generality of the foregoing, Project Sponsor, upon receipt of
written notice of a potential claim which could result in indemnification under this Agreement, shall
appoint counsel to defend the interest of the City in any claims asserted as they relate to the transactions
contemplated by the Donation Agreement, or the indemnity provided for in this Indemnification. The
City shall have the right to approve Project Sponsor's choice of counsel, which approval shall not be
unreasonably withheld.
3. This Indemnification shall be governed by and construed in accordance with the laws
of the State of Florida.
Page 1 of 3
20210224 48_Mayor API Venture Bites Miami
4. Each recital hereof is a material part of this Indemnification and is a material
inducement to the Parties entering into this Indemnification.
5. All notices to be providedhereunder shall be given in writing. and .delivered by. hand
(including recognized overnight carrier, such as FedEx) or U.S. certified mail to the intended party at
the, following address:
Project Sponsor:
Venture Bites Miami LLC
'120 SW 8th St
Miatni, F133130
With a copy to:
Venture Bites Miami LLC
Attn: Bruno Lulinski
l5 9ipkn'J 0r.
t -1
CITY:
Office of Grants Administration
444 SW 2nd Avenue
5th Floor
Miami, FL 33130
Attn: Lillian Blondet
With a copy to:
444 $W 2nd Avenue
9th: Floor
Miami, FL 33130
Attn: Victoria Mendez, Esq.
Any such notice or demand shall be conclusively deemed to have been delivered and received either
at the time of personal delivery or, in the case of an overnight carrier or U.S. certified mail, as of the
date of first attempted delivery to the intended party at the address setforth below. Any party may
designate a change of address by written notice to the other party, if received by the other party at least
five (5) days before such change of address is to become effective.
6. Should any Party be required to take legal action to enforce airy of the "provisions of
this Indemnification, the Party against whom such legal action is taken agrees to pay all reasonable
attorneys' fees and costs, incurred by the Party taking such legal action, if the Party taking such legal
action be the prevailing Party therein.
7. This Indemnification shall inure to the benefit of, andbe binding upon, the. Parties'
representatives, agents, predecessors; successors, and assigns.
[Signatures on the Following Pages]
Page.2 of 3
20210224 48_Mayor API Venture Bites Miami
IN WITNESS WHEREOF; Project Sponsor & City has. executed this Indemnification
Agreement as of the date and year first above indicated.
PROJECT SPONSOR:
Venture Bites Miami LLC a Florida not.
for profit corporation
By:
Name: E "J/.O t.4,1,1t1 S�z� L,,
Title: Eatlnrbf %ti nn aA_a,rn� I"�1t4,2.�
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument ;was acknowledged before me this 9 day of f ,2021,by
as �/ of
\ino tnnSYit
W� \J crAt W a Florida not for profit, the W� of
`JQ%+'4'e. Otice LAV -411UL on behalf of said company, who is personallv known to me or has
produced ideny;fin.
My Commission Expires: 0r t l0 �'Lf9L i
(AFFIX NOTARY, SEAL)
:aQkaRxP� i .Melissa D. Nino Vllamizar
Commission # GG151985
=' .ires. October 16,2021
""' ' Bonded thnf Aaron Notary
Al LEST:
By:
Todd Hannon, City Clerk
Date:
APPROVED AS TO INSURANCE
CORRECTNESS.:
Ann -Marie Sharpe
Director of Risk Management
Notary Public (Signature)
MehSSa tv�Y t) \J &YYn -
(Printed Name)
CITY:
CITY OF° MIAMI, a municipal corporation of the
State of Florida
By:
Arthur Noriega V,. City Manager
APPROVED AS TO FORM AND REQUIREMENTS
Victoria Mendez
City Attorney
Page 3 of 3
20210224 48_Mayor API Venture Bites Miami
ANTI -POVERTY INITIATIVE
FUNDING AGREEMENT
EXHIBIT G - RECIPIENT'S CORPORATE RESOLUTION
20210224 48_Mayor API Venture Bites Miami
WHEREAS, v
CORPORATE RESOLUTION
r� 4:'"oir-iwesir'e's
' �°�g QW,a Florida M' U to enter
into a Agreement with the City of Miami, a copy of which is attached hereto; and
WHEREAS, the Board of Directors at a duly held corporate meeting has considered the
matter in accordance with the Articles and By -Laws of the not -for -profit corporation;
NOW, THEREFORE, BE IT .RESOLVED BY THE BOARD OF DIRECTORS
grur o t.vlrAslz=
( *+ the amP of �nri�Pr � s11
that are/is hereby authorized and instructed to enter
into the Agreement and undertake the responsibilities and obligations as stated in such
proposed Agreement in the name and on behalf of this corporation with the City of Miami
upon terms and conditions contained in the proposed Agreement to which this resolution is
attached.
PDATED this day of 40r(! , 201/1.
ATTEST:
CORPORATE SECRETARY
--t I�
Print Name: P�te��- � � e
PRESIDENT
Print Name: e r U AO Ur n5(0
(CORPORATE SEAL)
20210224 48_Mayor API Venture Bites Miami
Z3�3O