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Block Grant - Covid-19 relief - Mellinger Enterprises Inc DBA Sky Nails and Spa of South Beach DocuSign Envelope ID:4E2482F9-1 D9D-4A22-8A17-6FFODDA26533 2_o 2._Q -3 t 257 COMMUNITY DEVELOPMENT BLOCK GRANT-CORONAVIRUS AGREEMENT FOR THE CITY OF MIAMI BEACH SMALL BUSINESS COVID-19 RELIEF PROGRAM (FISCAL YEAR 2020) BETWEEN THE CITY OF MIAMI BEACH AND MELLINGER ENTERPRISES INC DBA SKY NAILS &SPA OF SOUTH BEACH This Agreement made and entered into this 1/15/ f1/15/2021 I ,2021,by aEnd between the CITY OF MIAMI BEACH, FLORIDA, a Florida municipal corporation having its principal office at 1700 Convention Center Drive, Miami Beach, Florida, 33139, (hereinafter referred to as "City"), and MELLINGER ENTERPRISES INC DBA SKY NAILS & SPA OF SOUTH BEACH, a Florida for profit corporation, having its principal place of business at 1611 Alton Road, Miami Beach, FL, 33139 (hereinafter referred to as"Grantee"). WHEREAS,on May 13, 2020,the City Commission approved Resolution No.2020-31256, approving the allocation of 000,000 for small business assistance through Community Development Block Grant-Coronavirus(CDBG-CV)funding;and WHEREAS, on June 5, 2020, the City Commission directed the Economic Development Department to utilize the ODBG-CV funds allocated to the Small Business Assistance Program (the "Program") for qualified Mi*ni Beach small businesses, using two lottery systems, one for businesses that follow the MB Standard, and another for businesses that do not meet those standards, in order to select qualified grant recipiepts for an award of up to TEN THOUSAND DOLLARS($10,000.00);and WHEREAS, Grantee applied for the Program and has been selected in the lottery as an eligible business;and WHEREAS,the City desires to provide a grant to Grantee under the terms of the Program. NOW,THEREFORE, in consideration of the mutual benefits contained herein,the City and Grantee agree as follows: Section 1. Agreement Documents: Agreement documents shall consist of this Agreement and the following four(4)exhibits, all of which are attached and incorporated in this Agreement: • Exhibit A-Scope of Services • Exhibit B - Documentation • Exhibit C- Financial Management for CDBG-CV funded activities • Exhibit D Quarterly Report Form Section 2. Statement of Work: The Grantee agrees to implement the Program in accordance with Exhibits A and B,which Program is summarized as follows: Small Business COVID-19 Relief and Low-Income Employment: Pursuant to the CARES Act, the CDBG-CV funding is intended to"avoid job loss caused by business closures related to social distancing by providing short-term assistance for qualified business expenses" (as defined in Exhibit"A") to eligible small businesses who agree to empfr)y and/or retain at least one (1) qualified low- and moderate-income employee (as defined in Exhibit "A") for a period of one (1) year from the date the City verifies employment for the qualified employee (the "Compliance Period"). If Grantee complies with the terms of the Program during the Compliance Period, the Grant Funds shall be forgiven by the City, pursuant to a written notification to Grantee. If Grantee is not 1 DocuSign Envelope ID:4E2482F9-1D9D-4A22-8A17-6FF0DDA26533 • Gran ce shall be required to repay to the City aii. of the Funds received Jnder leis Agreement Section 3. Agreement Amount: The City agrees to make available Community Development [-urcic Gran'-Coronavirus (CDEG-CV) funds• in an amount not to exceed TEN THOUSAND DOLLARS (10,000,00) for use by the Grantee during the Term of tie Agreement to be spend on any business operationai costs such as payroll utilities. rents. or mortgage interest for business accounts in existence as of ccbruary 1 2020), etc andior COVID- relateld expenditures Grant money may.only be used for those expenses which nave occurred after being selected in the Program lottery(hereinafter, the aforestated amount incluciino, without limitation, any additional amount; included thereto aS a result of a subsequent arnerdment(s)to the Agreement snail be referred to as the"Funds") Section 4. Alterations: Any change to the Program shall require the prior written approval of the City Manager, which approval,if civet,a! all,shall be at hislher sore reasonable ludgn-ent arid discretion • Section 5. Reporting Requirements and Method of Payment: In compliance with 24 CFR 570 503 (b)(2),I Exhibit f3 contains a checklist of backup documentation to be used in fulfillment of the gJar erly reporting requirement The Grantee will provide the City with a complete Quartrly Report every three months The quarterly report will be due on the 10"h day follows) g every quarter period. in the event that the 10th of the month lands on a Saturday Sunday or holiday.the report frust be submitted the following business day. The re:)art will detail now Funds are expended and for watch type of business expenses The Quarterly Repot.must also specify whether the Grantee is complying with the Employee Retention Requirliernerat, including acknowledgement that the employee qualifies as a low-income employee Quarterly reports will he submitted via any of the following methods • Standard mail a Email Quarterly reports will not be considered accerlabre unless the following is met. • Forms are completely and accurately completed including draw number and submittal date • Necessary back-up materials are included (as stated in Exhibit `B" Documentation i • Reports bear the signature of the person preparing the report and the Grantee's authorized signatory Reports andtor requested documentation not received by the due date shall be considered delinquent and may be cause for default and termination of this Agreement, pursuant to .Sectior�.10 hereof Other reporting requirements i ray be required by City in.the event legisial vs amendments are enacted or as the City Manager may reasonably deem necessfJry The Grantee shalt be informed, in writing,if any changes become necessary Section 6. Additional Conditions and Compensation: The parties acknowledge that the •=unds originate from CDBG-CV grant funds from HUD, and must be implemented in full compliance with all of HUD's rules and regulations In !he event of curtailment or non- product'(ton of said Federal funds, the financial sources necessary to continue to pay the Grantee all or any portions of the Funds will not be available In that event, the City may terminate this Agreerneni, which termination Shalt be effective as of the date that it :s determined by the City Manager, to hisi`her sole discretion and judgment, that the Funds are no longer available In the event of such termination, the Grantee agrees that it wiit not look to. nor seek to hold the City, nor any individual member of the City Commission and(or City Administration, personally liable for the performance of this Agreement, and 9 DocuSign Envelope ID:4E2482F9-1 D9D-4A22-8A17-6FF0DDA26533 • tri ity shall be eeioased torn any further liability to Grantee tuioer the terms o this • Agrc ment Section 7. Compliance with Local,State and Federal Regulations-The Grantee agrees to con oly wilt; I! applicable Federal regulations as they may apply td Program administration as descr hed in 24 CFR 570 and 2 CFR 200 and car.y out nEtch activity it compliance with. the t ws and regulations as described in 24 CFR 570 Subpart K - Other Program Requirements, as same may be amended from time to time Additionally. the Grantee will cornp�y with all State and local(City and County)!aws and oreinanres hereto applicable. It shall be the Gfantee's sole and absolute responsibildy to continueay famtltar;ze i:soif with any and all such applicable Federal State, County. and City regulations, :aws. andior ordinances. Section$. Assignment/Subcontract: No part of this Agreement may be assigned or subcontracted wilhotit t•ne prior written consent of the City Manager, which consent, if given at pili shalt he at the City's sole discretion and judgement. • Section 9. Term: This Agreement shalt commence retroactively on July 'i. 2020 and shall terminate at suc li time as the City determines that Grantee has provided sufficient doc_urertation-o establish compliance wit:n all requirements for use of the Funds following disbursa:rnert of Funds to tree Grantee(the Term). Section 10. Termination of Agreement: 10,1 Termination For Convenience.This Agreement.may he terminated by the City, for convenience and without cause, throi.gh me City Manager. upon 3:}days prior written notice io Grantee In the event of such termination for convenience, the City snail retrain any f ends which were not disbursed to Grantee before the effective date of termination Grantee shaft oe solely responsible for immediately returning any unused or unapproved Funds as of the date of termination, and shall also be solely responsible for submitting a final report,as provided in Section 5 hereof,(detailing all Program oafect'ves•activities and expenditures up to the effective date of the termination) Said (inal report shall be due wihun('ve(5)working days following the effective date of termination. Upon timely receipt of Grantee's final report.the City. at its sole discretion, shall determine the amount(if any) of any additional portion of the Funds to be returned to the City as a result of any unapproved or unused Funds, or incomplete Program items. and shall provide Grantee with wr�tteri notice of any monies due. Said additional monies shall oe due and payable immediately upon receipt of such notice by Grantee Notwithstanding the preceding, the City reserves arty arid all legal rights and remedies it may have with regard to recapture of all or ail y portion of the Funds or any assets acquired or improved in whole or it part with . sage Funds 10.2 Termination for Cause: Notwithstanding Subsection 10.1 above. the City may also terminate this Agreement for cause. "Cause" snail include. but not be lim.ted to. the follow inq: a Failure to comply and/or perform,in accordance with trio term;;or this Agreement,or apy Federal,State,County or City law,or regulation b. Si bmitting reports to the City which are late. incorrect,or incomplete in any material rspect c it;p!ementauor' of this Agreement, for any reason. is rendered impossible or infeasible.. d Ffp ilure to respond in writing io any concorns raiseti by the City, ini;ludin g substantiating documents when requiredrrequested by the City 3 DocuSign Envelope ID:4E2482F9-1 D9D-4A22-8A17-6FF0DDA26533 e Any evidence of fraud, m smanegemcnt. andior waste, as determined by the City; monitoring and applicable HUD rules and regulations, The City shall notify the Grantee in writing when the Grantee has been placed in default. Such notification shall include (i)actions taken by or to oe taken by the City,such as wehholding of payments;(uj actions ro be taken by the Grantee as a conottinr precedent to curing toe default,if applicable and(iii)a reasonable rut o period,which shall be no leets than nifty(30)days from notification date with respect to Subsections 10.2(a),(b),aid le) In the event the Grantee fails to cure a defatuit under Subsections 10.2(2). {b), and (d) withi the aforestated cure period, this Agreement shall be considered terminated for taus ,without requiring further notice to Grantee Notwithstandinc the foregoing, with respect to Subsection 10 2 (c) and (e) the • tern,I alion for cause, as described in this section, shall be effective upon receipt of the termination notice.without the opportunity to cure said default Additionally. if Grantee has committed similar defaults under Subsections 10 2(aj, (h). and td). on two or more occasions during the term of the Agreement, the termination for caLse. as described in this section, shall be effective as of the date the second notice is sent to Grantee by the City, without the opportunity to cure said default. Grantee shall be solely responsible for repayment to toe City of all or any portion of the Funds disbursed to Grantee,as deemed recurred by the City,in its sole and reasonable discretion Said monies shall be immediately due and payable by Grantee, Notwithstanding the preceding. the City reserves any and all legal rights and remedies it May have with regard to recapture of all or any portion of the Funds or any assets acquired or improved in whole or in part with said Funds. • 10.3 Termination for Lack of Funds: In the event of c:vtalmenl of, or regulatory constraints placed on the Funds by HUD, this Agreement will terminate,effective as of the time that it is determined by the City Manager that such Funds are no longer available. Costs of the Grantee incurred after ierminalidr are not alto...rah1e unless expressly authorpzed in writing by the City Manager (whether in the notice of termination or subserueni thereto), and, in that case. may only be atlowabie if, in the sale discretion o' the City Manager. a The costs resulted from obligations which were properly incurred before the effective date of termination, were not in anticipation of it, and are noncancelable; and b. The costs would be allowable if the Agreement expired normally at the end of its ferm 10.4 Interest and Collection Costs: Any payment made by Grantee after seven(7)days from llie due date shall accrue interest at the rate of twelve percent {1210) per annurr ("Defy It interest") In addition to the Default Interest Grantee shall pay the City all costs and renseeable attorney's fees incurred by the City in connection with the enforcement of this Agreement. Section 11. Equal Employment Opportunities/No Discrimination: In compliance with 2 CFR 200, Appendix II: Except as otherwise provided under 41 CFR Part 60, ail contracts that meet the definition of 'federally assisted construction contract' in 41 CFR Part 60-1.3 must includeethe equal opportunity clause provided under 41 CFR 60-1 4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity'(30 FR 12319. 12935, 3 CFR Part, 164-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing 4 DocuSign Envelope ID:4E2482F9-1D9D-4A22-8A17-6FF0DDA26533 • regulauons at 4 CFR Pen 60, Office of Fecertat Contract Compliance Programs, Equal Employment Opportunity Department of Labor" Unless otherwise required by applicable laws, in cc.r,nection with performance of the Services the Grantee snail not exclude irorn participation in, deny the benefits of or subject to discrimination anyone on the grounds of race. color. national origin, sex. age. disability,religion,income or family status Addit onatty, Grantee snali comply with the City of Miami Bead]Human Rights Ordinance. codified to Chapter 62 of the City Code.as may be amended from time to time, prohibiting discrimination in the employment, housing,public accommodations,or public services. on the basis of actual or perceived race, color, national orgin. religion, sex, intersexuality. sexual orientation,gender identity,familial and marital status age.ancestry.height,weight dometic partner status, labor organization membership, 'amrtiat situation, politicat affilia•ion,or disability lS Section 12. Prog lam Income: The .ase of program income by the Grantee shall comply with the requirements set forth at 24 CFR 570 504 By way of further limitations. the Grantee may use Such income during the contract period for activities permitted under this contract Section 13. Religious Organization or Owned Property:(Intentionally Omitted) Section 14. Reversion of Assets: to the event of a termination of this Agreement.or upon expiration of they Agreement, and in addition to any and all other remedies available to the City (whefli)er under this Agreement. or at law or in equity), the Grantee shall immediately transfer to the City any Funds on hand at the time of termination (or expiration)and any accoubts receivable.attributable to the use of CDBG-CV Funds. The City's receipt of any Funds on hared at the time of terminally. shall not waive the City's right (nor excuse Grante's obligation) to recoup ail or any portion of the Funds, as the City may deem necessary Additionally, in the event that Grantee fails to comply with the requirements of the Progr ,►m, es more particularly described in Exhibits "A" and "B", Grantee shall be required to repay the City all of the Funds paid to Grantee, such sums shall be due and pyabie immediately,upon demand. Section 15. Conformity to HUD regulations: The Grantee agrees to abide by guidelines set forth by HUDdor the administration and implementation of the CABG-CV Program, including appticble Uniform Administrative Requirements set forth in 24 CFR 570.502,as amendea by 2 Cl--"R 200 and applicable Federal laws and regulations in 24 CFR 570 600.of see. as now in effect and as may be amended from time to time.in this regard,the Grantee agrees that duly authorized representatives of HUD shall have access to any books,documents papers' and records of the Grantee that are directly pertinent to :his Agreement for the purpose of making audits, examinations,excerpts and transcriptions. a. SuP part A•"Acronyms and Definitions" b.. Suhpail B-General Provisions c. Subpart C-"Pre-Federal Award Requirements and Contents of Federal Awards" d Subpart 0 - "Post-Federal Award Requirements", except for 200.305, 200 306, 206.307, 200,308, 200.311 as detailed below. 1) "Payment' is modified for lump sum drawdown for financing of property 5 DocuSign Envelope ID:4E2482F9-1D9D-4A22-8A17-6FF0DDA26533 • ref+abd;tation activities,in accordance with 570,513. 2) "Program income"is governed by 570.504 "Real Property"does not apply,except as Provided in 570.200(j). Real property is governed by§570.505 41 "Equipment"CDSG-CV Grantees shall follow Section 200.313, except that when the equipment is sold. the proceeds shall be program income. Equipment not needed by the Grantee for CDBG-CV activates shall be transferred to the recipient for the COBG-CV program or shad be retained after compensating the recipient 5 Section 200.333"Retention reouirenienis for record applies except than For Grant;es' i. The retention period for individual CDBG-CV activities shaft be the longer of five (5) years after trte expiration or termination of the Grantee agreement under§ 570.503, or five ;5) years after the submission or the annual performance and evaluation report, as PreScrlbed in § 91 520 of this title,xi which the specific activity is reported on for the final time. +i. Records for ,ndividuat activities subject to the reversion of assets provisions al § 570.503(b)(7) or change of •use provisions at § 570 505 must be maintained for as tong as (nose provisions continue to a ppty to the activity,and Records for individual activitres for which there are outstanding loan balances,otner receivables. or contingent liabilities must be retained um; such receivables or liabilities have been satisfied Section 16. Section 200 343"Closeout" City Will close-out the Federal award when it oeterniires that all applicable administrative actions and all required work of the Federar award nave been completed by the Grantee The following actions must take place to complete.this process at the end'of the Term. a. The Grantee must submit. no later than 90 calendar days after the end date of the Term, alt rnanc)ar. accomplishment, performance, and other reports as required by the terms and conditions of this Agreement City may approve extensions when requested by the Grantee b. Unless City authorizes an extension, Grantee must liquidate ail obligations incurred under this Agreement no later(hart 90 calendar days after the end date of the Term as specified in the terms and conditions of this Agreement. c. City must make prompt payments to the Grantee for allowable reimbursable costs under this Agreement prior to being closeout. tl Grantee must promptly refund any balances of unobligated cash that City paid in advance or paid and that are not authorized to be retained by the Grantee for use in other projects. See OMB Circular A-129 and see§200.345 Collection of amounts doe, for requirements regarding unreturned amounts that become delinquent debts, e. Consistent with the terms and conditions of the Agreement, City must make a Settlement for any upward or down. 'ard adlusiments to the Federal share of costs after closeout everts are received f. Grantee must account for any real and personal property acquired with Federal funds or received from the Federal Government in accordance with§§200 310 Insurance coverage through 200.316 Property'rtist Relationship and 200.329 6 DocuSign Envelope ID:4E2482F9-1D9D-4A22-8A'7-6FF0DDA26533 Reporting on Real Property. g City should comptete all closeout actions for Federal awards no labor Than one year after receipt and acceptance of all required final reports. Section 17. Examination of Records: The Grantee snail maintain sufficient records in accordance with 24 CFR 570 502, 570.503(b)(2) and 570 506 to determine compliance with the requirements of this Agreement. the CDBG-CV Program,and all other apoticabie laws and regulations This documentation shall include,but not be limited to.the fotrowrrg a Books,records and documents in accordance with generally accepted accounting princioles, procedures anc practices which sufficiently and properly reflect ali revenues arid expenditures of funds provided directly or indirectly by this Agreement, including matching funds and Program Income. These records shall be maintained to the extent of such detail as will properly reflect all net costs,direct and indirect labor. materials, equipment, supplies and services, and other costs and expenses of whatever nature for which reimbursement is carmed under the provisions of this Agreement: h Time sheets for employees related to the Employee Retention Requirement; and c How the Statutory National Objective(s) as defined in 24 CFR 570.208 and the eligibility requirement(s)under which funding has been received, nave been met. These also include special requirements such as necessary and appropriate determinations as defined in 24 CFR 570 209, income certifications, and written Agreements with Grantees.where applicable The Grantee is responsible for maintaining and storing all records pertinent to this Agreement in an orderly fashion in a readtty accessible, permanent and secured location for a period of five (5) years after expiration of this Agreement, with the fo lowing exception if any litigation,claim or audit is started before the expiration date of the five (5)year period. the records will be maintained until all litigation, claims or al dit findings involving these records are resolved The City shall be informed in writing of er closeout of this Agreement,of the address where the records are to be nepi. Section 18. Audits and Inspections: 18`1 At any time during normal business hours,and as often as the City(arrolor its representatives)may deem necessary the Grantee shall make available all records. documentation, and any other data relating to all matters covered by the Agreement. for review, inspection or audit it Ills Agreement is closed•out prior to the receipt of an audit report, the City reserves th@ right to recover any disallowed costs Identified in an audit after such closeout. 18.2 Inspector General Audit Rights. a Pursuant to Seaton 2-256 of the Code of the City of Miami Beach, the City has established the Office of the Inspector General which may, on a random basis, perform reviews, audits, inspections and investigations on all City contracts. throughout the duration of said contracts. This random audit is separate and distinct from any other audit performed by or on behalf of the City b The Office of the Inspector General is authoror.ed to investigate City affairs and empowered to review past, present and proposed City programs, accounts. records, contracts and transactions. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of witnesses and monitor City projects and programs. Monitoring of an existing City 7 DocuSign Envelope ID:4E2482F9-1 D9D-4A22-8A17-6FF0DDA26533 project or praUram may include a report eoecernrg i' ether the protect:5 on time, witnin budget and 4n conformance with the contract documents and applicanle law. The inspector General shall have the power to audit.investigate.monitor,oversee. inspect cog review operations, activities, performance and procurement process including but not limited to project design. bid specifications, (bid/proposal) submittals,activities of the Grantee, its officers,agents and employees, tobteests. City st-aft and elected officials to ensure compliance with the contract documents and to detect fraud and corruption Pursuant to Section: 2.378 of the City Code the Cay is allocating a percentage of its overall annual contract expenditures to fund the activities and operations of the Office of Inspector General c. Upon ter. (10) days written notice to the Grantee, the Grantee shall make al' requested records ane documents available to the Inspector General for inspection and copying. The insoector General is empowered to retain the services of independent private sector auditors to audit,investigate,monitor oversee,inspect ante review operations ectro'ities, performance and procurement process inc eelinc bet riot limited to project design, bid specifications, (bid/proposal) submittals, activities of the Grantee its officers, agents and employees, lobbyists. City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. d The Inspector General shall have the right to inspect and cony all documents and records in the Grantee's possession, custody or control wtlich in the Inspector General's sole judgment, pertain to performance of the contract.including, but not limited to original estimate files,change order estimate fiies,worksheets.proposals and agreements from and with successful subcontractors and suppliers.all protect- related correspondence, memoranda, instructions, financial documents construction documents. (bidiproposal) and contract documents, back-change documents, all Documents and records which involve cash. trade or volume discounts. insurance proceeds, rebates, or dividends received, payroll and personnel records and supporting documentation for the aforesaid documents and records e. The Grantee shall make available at its office at all reasonable times the records, materials, and other evidence regarding the :acquisition (old preparation) and performance of this Agreement, for examination,audit,or reproduction,until three (3)years after final payment under this Agreement or for any longer period required by statute or by other claeses of this Agreement. in addition if this Agreement is completely or partially termina=ted, the Grantee shall retake available records relating to the work terminated until three(3)years after any resulting float termination settlement;and ii. The Grantee shall make availadte records relating to appeals or to litigation or the settlement of claims arising under or relating to this Agreement until such appeals. litigation.or claims are finally resolved. f, The provisions in this section shall apply to the Grantee, its officers, agents. employees. subcontractors and suppliers The Grantee shall incorporate the 8 DocuSign Envelope ID:4E2482F9-1 D9D-4A22-8A17-6FF0DDA26533 I orovisions to this section in ail subconirac.s anc ail other agreements executed by the Grantee in connection with ole performance of tt'is Agreement t,. Nothing in this section shall impair any Independent right to the City to conduct . audits or investigative activities.The provisions of tins section are neither ntendeu nor snail they be construed to impose any liability on tie City by the Grantee,or third parties. Section 19 Indemnificationt Requirements:The Grantee shall indemnify and hoed harmless the City, its of iters, employees and agents.from any and all clams, liability.tosses and causes of action which may arise out of an act,omission negligence or rnis,orduct on toe part of the Gran{ee, or any of its agents. officers.servants.employees contractors. patrons, guests. clients. licensees, invitees, or any persons acting under the direction. control or superHision of Grantee.pursuant to this Agreement and/or the Program The Grantee shall pay all claims and losses of any nature whatsoever in connection ti":ere ilh and shill defend all suits in the name of the City, and shall pay all costs(inducing attorney's fees) and udgements which may Issue thereon. This Indemnification shall survive the termination andror expiration of this Agreement Section 20. Conflict of Interest: The Grantee covenants that no person under its ernotoy who Oresently exercises any functions or responsibilities in connection with Community Development Block Grant-Coronavirus (CDBG-CV) funded activities has any personal finan�ial interests,direct or indirect, in this Agreement The Grantee covenants that in ti c perfo mance of this Agreement, no person having such conficting interest shall hr,-; employed The.Grantee covenants that it will comply with all provisions of 24 CFR 570 611 "Conflict of Interest", and State. County and City of Miami Beach statutes, regulations. ordinances or resolutions governing conflicts of interest. The Grantee shall disclose in writing, to the City any possible conflicting interest or apparent impropriety that is covered Py the above provisions This disclosure shall occur immediately upor.knowiedge of suer, Possible conflici. The City will then render an opinion, which snail be oinding on both oarttiet Section 2t Venue: This Agreement shall be governed by,and construed in accordance with,the iaws of the Stale of Florida.both substantive and remedial,without regard to principles of conflict of taws. The exclusive venue for any litigation arising out of Uus Agreement shall be Miami-Dade County,Florida, if in-State court,and the U.S District Court, Southern District of Florida, if in Feceral court BY ENTERING JNTO THIS AGREEMENT, CITY AND GRANTEE EXPRESSLY'WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY ,JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREIEME.NT Section 22. Notices: AD notices required under th's Agreement shall be sent to the parties at the following address City: Economic Development Director City of Miami Beach 1/00 Convention Center Drive Miami Beach. FL 33139 9 DocuSign Envelope ID:4E2482F9-1 D9D-4A22-8A17-6FF0DDA26533 With copy to: City Manager City of Miami,Beach 110D Convention Centra Drive Miami Beach.FL 33139 Grantee: Steven Mellinger Mellinger Enterprises Inc DBA Sky 3.Nails Spa " 1611 Alton Road Miami Beach, Fiorrda. 33139 In the event that the Grantee changes the above referenced business officer during the term of the Agreement_such change must be notified in Writing,to the City within 15 nays of suet change. Section 23. Limitation of Liability:The City desires to ente'into this Agreement only:fin so doing the Cly cfor place a limit on City's liability for any cause of action fr money damages due'- to an all-rged breach by the City of this Agreement. so that its liability for any Such breach neverexceeds the sum of$5,000 Grantee hereby expresses its wiilinyness to enter;rte this Agreement with Grantee's recovery from the City for any damage action for breach of contra' I to be limited to a maximum amount of$5,000 Accordingly.Grantee hereby agrees that the City shall not be liable to Grantee for damages it an Amount in excess of$5,000,for any action cclaim for breach of contract arising out of the performance or nonperformance of any obtigahans 'Reposed upon the City by this Agreement Nothing contained in this subparagraph or elsewhere in this Agreement is in any way.rntended tc be a waiver of the limitation placed,upon City's liability as set forth in Florida Statutes. Section 768.28. Section 24. Florid Public Records Law: a Grantee sholt comply with Florida Public Records law under Chapter 119, Florida Statutes,as may he amended from hire to time b 'Tee term "public records' shall have the meaning set forth in Section 119.011(12), • which means all documents, papers, letters, maps, books, tapes, photographs, films sound recordings data processing software, or other material, regardlr r; ss of the pf�ysical form,characteristics,or means of transmission,mace or received pursuant to iaW or ordinance or!.i connection with lite transaction of official b.isiness of the City c Pursuant to Section 119.0701 of the Florida Statutes, if the Grantee meets the definition of"Contractor'as defined in Section 4.19 0701(1)(a). the Grantee shall- 1) halt1) Keep and maintain public records required by the City to perfo'm tree service. 2) Upon rocuesi from the City's custodian of public records. provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable timo ala cost that does not exceed the cost provided in Chapter 1 19, Florida Statutes or as otherwise provi(1ed:,y law_ 3) Ensure that public.records that are exempt or confidential and exempt from oubiic records disclosure requiretments are not disclosed, except as authorized by law. for the duration of me contract term and following completion of tate Agreement:t 10 DocuSign Envelope ID:4E2482F9-1 D9D-4A22-8A17-6FF0DDA26533 • the Grantee does not transfer the!ecords to the City 4) Upon comptetior of the Agreement transfer at no cost to the City aft pudic records in possession of the Grantee or Keep ano manta,n public records required by the City to perform the service If the Grantee transfers all public,records to the City upon completion of the Agreement. the Grantee shall destroy any duplicate pubiic records that are exempt or confidential and ?xempt from public records disclosure requirements If the Grantee keeps and maintains public records upon completion of the Agreement, the Grantee snarl meet all applicable requirements for retarrung pubt+c records Al! records stored electronically must be provided to the City,:upon request from the City's custodian of public records it a format that is compatible with the information to ci:np,oay systems of the City a R;quest for Records. Noncompliance 1) A request to inspect or copy public records relating to the City's contract for services must be made directly tci the City If the Ctty noes no; possess the requested records, the City shall immediately notify the Grantee of the request, and the Grantee must provide the records to the City or allow tt-e records,te be inspected or copied within a reasonable time 2) Grantee's 'allure to comply with the City s request for recores site!, constitute a breach of this Agreement, and the City. at its sole discretion, may. (i) unilaterally terminate the Agreement: hi) avail itself of the remedies set forth under the Agreement.and%or(iii)avail itself oany available remedies at law or in equity 3e A Grantee who fads to provide the public records to the City within a reasona ole. time may be subject to penalties under s, 119.t0 • e. Ci it Action 1 if a civil action is fited against a Grantee to compel production of oub;tc records relating to the City's contract for services, the court shall assess and award against the Grantee the'easonaole costs of enforcement.including reasonable attorneys' lees, if: The Court determines that the Grantee uriawfutiy refused to comply with the public records request within a reasonable tune: and i At least 8 business days before lii:ng the action. the plaintiff provided written notice of the public records request, including a statement that the Grantee nas not complied with the request,to the City and m the Grantee 2) A notice complies with subparagraph (1)(if) if it i5 sent to the City's custodian of public recores and to the Grantee at the Grantee a address listed or is contract with the City or to the Grantees registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail. with postage or shipping paid by :he sender and with evidence of delivery,which may be in an electronic format. 3) A Grantee who complies with a public records request within 8 ousness days atter the notice is sent is not liable for the reasorabto costs of enforcement. 11 DocuSign Envelope ID:4E2482F9-1 D9D-4A22-8A17-6FF0DDA26533 • f. IF THE GRANTEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE GRANTEE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTION: RAFAEL E. GRANADO, CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 E-MAIL: RAFAELGRANADO@MIAMIBEACHFL.GOV PHONE: 305-673-7411 Section 25 this .Agreen;ent steal be binciN upon ra'.I parties nereto ani then- rt spE1^tive nears. executors,aci^iinistra:ors, successors and assigns. [SIGNATURES TO FOLLOW; DocuSign Envelope ID:4E2482F9-1 D9D-4A22-8A17-6FF0DDA26533 (N WITNESS WHEREOF, !h-,aartltla r:eretu'lavC caused th s Rg ierne'•l to 0o e•vt wed by u:u f Ctd1y a ilhorczed off.cfals bn the day and date f:rt aoove nndx:ated ro«4Y°4er4 MOREINA V!LORIO `y;, a• , C t mu lon.GG291682 MELLINGER ENTERPRISES INC dlbra SKY & Ex ir.s De cemGef a 2022 NAILS SPA OF SOUTH BEACH . - .�`pP PLOP GcndFf Inru t�.d�Y,g7ldry Sanl:W a Florida for profit corporation AT(FSt 1( S©crecary f. lata:e / :1:►�v1_�/��0:( 1 Q_ ,Sfette•", L. 1 r _._?ci sjdei± Pant Nafne P9cnt Naito and TitleJ Date t_ 21 • CITY OF MIAMI BEACH,FLORIDA • a Honda municipal corporation ATTEST • DocuSigned by: .24A05013ADDC4B5.__ - Signature Signature: • Rafael E,_Granasto&th_t,T!erk- - Dan Gelber,fyayoi.. --- Print Name r Prm{Name 1/15/2021 1 3:29 PM EST Date • �- %/ '-iyJtk �2Tp/ M- UAG E TION • • / ctyFtcernzv G_ at j 13 DocuSign Envelope ID:4E2482F9-1 D9D-4A22-8A17-6FF0DDA26533 EXHIBIT"A" "SCOPE OF SERVICES" Statement of Work: Miami Beach Small Business COVID-19 Relief Program in corn2a_nce with 24 CFR 570.503(b)(1), Grantee agrees.to_-farovide the follovar,;q__ Grantee Name: -T MELLINGER ENTERPRISESINC DBA SKY&NAILS SPA Federal Award +1 1.Identification: 1.DUNS Number: - L Federal Award: t FY 2020 CDBG-CV Funds ' . 1Subaward Period of ' Retroactive to August 2020-September.30, 2021 .Performance:i Budget: ; $10000.00 ' Total Amount of Federal Funds 1 $10.00000 Obilgated: I - Federal Awarding 1 U S.Department of Housing and Uraan Development(HUD) i I Agency: Pass-through Entity- I City of tvtia,,i Beach-Department of Economic Development Reports Due: I Prior to the 10°'of every month starting the month after contract execution. ; I • Progress i • Accomplishments 1 _ _ • Financial J Limited Clientele: I At least one employee must quality as low- to moderate•-income ciente. • as_proven bytheincome<Lutalifica;ions. r Service Location: 1 Miami Beach Program i Miami Beach Small Business COVIN-tP Relief Program activities.including' ,j e _v mnioyment of one(flow-income Morn,Beach employee Deliverables: i • Quarterly reporting Benchmarks: —' . Eini. aloyment and or retention of at leas:one 11)qualified employee The Grantee is a Miam Beach-based small business of no more than five(S)employees. Quarterly Disbursement Request. Grantee may request reimbursement of'quai.fied business expenses". as defined herein, in ah amount of up to the Grant Amount of S10,000. by submitting detailed expense records aria the required Cocumeniation listed m Exhibit-8' Grantee may submit muttipie receipts for reimbursements,up to 4f•e Grant Amount. As referred to herein.-qualified business expenses"shall mean any operational costs uch as payroll. utilities, rents, or mortgage interest (for business accounts in existence as of at least February 1, 20211), etc. and/or COVID-19 related expenditures Only those expenses which have otrctrred after Grantee was selected in the lottery are eligible for reimbursement.The City will issue payment to Grantee within thirty (30) days from the date the city receives the regwred documentation to verify that tee expenses requested are eligible for reimbursement under the Program. Employee Status and Retention Requirement. As consideration for receipt of the Grant Amount, Grantee agrees, to hire and/or r Iain a qualified employee, as defined herein, continuously, eurng the 12-roon7h Compliance Period.If Gantee already employs a qualified employee at the time of expense reimbursement, Grantee must submit required employee documentation with the Quarterly disbursement request Otherwise, within three (3) months following reimbursement, Grantee must create a rib for a qualified employee and submit tl a required employee documentation. -tie 12-month Compliance Period heg.ns only upon the City's verification of employment of the qualified employee. A qualified employee, as referenced herein;hall mean a ful;time employee who•ostcles in Miami Beach and whose household earns 14 DocuSign Envelope ID:4E2482F9-1 D9D-4A22-8A17-6FF0DDA26533 at i,r under 80%AMI A qualified employee.is considered a 101-bine employee it retained at 40 hours per weeic,or any combination of part-lime positions combining for 40 hours per week The empioyee must be a U.S.citizen or legal'resident, and the employee must aso reside in the City of Miami Beach Low Income Employe,.HUD's income iim•ls are based on Median Family Income estimates and Pair Market Rent area definitions f r the Miami-Dade County metropo,r,ian area Low•ncome is defined as earning 80% of the median family income for Miarni•Dade County. The 2020 income i mos applicable to'the household of the employee of tb applicant business are: Sire ueehcrd i 1-Parson 2•Perso1n io ! 3•Porson 4-Person 5-Person 5-Person Tl-Person B-Porson j IrrcaTre $5 .200 $58.500 $6,5.800 $'3,100 $78,9:10 I .$84 800x80 550 596,500 At the conclusion of the 12-month Qualification Period.the business must verify compliance by submitting payroll documentalon it Grantee is unaote to prove compliance then Grantee shall repay the Funds to , the City, immediately, dpon receiving a demand for payment. Grantee will not Lie required to repay ;he Funds to the City, if Inc Grantee, throughout the Compliance Per•od retains or creates one {1 i full-t"ne employee that resides in a low-income City of Miami Beach Household Duplirafron of Benefits To comply with HUD regulations,the City shall require the Grantee to complete a Duplication of Benefits form, a copy of which is incorporated herein by reference and attached hereto as (Exhibit A-1.as a method of assessing whether the use of CDBG-CV funds will duplicate financial assistance That is already received or is likely to be received for COVip-19 related losses By accepting these CDBG- CV Funds,Grantee agrs to repay any portion of the Funds determined by the City to be duplicative Funds - Applicable Rules and Regulations 1. Environmental eyiew; In compliance witfh 24 CFR 570 604 Environmental Standards the City is responsible for undertaking Environmental R, views in accordance with the requirements imposed on"recipients"to 24 CFr.,58 The Program is an Ecohornlc development activity, and therefore, it falls +.ruder Categorically Excluded Activity no! subject to 24 CFR 58.5 Pursuant to 24 CFR 58 35(b)(4) that states that the Program is a categorically excluded activity Inol would not alter any conditions that would reOu,re .'a review or compliance determination under the Federal laws and authorities cites in§58.5_ 2. Compliance with National Objective At least 51%of the City's Program Grantees must be low-to moderate-income indrviduais.therefore, each Grantee is esponsibie for employing and/or retaining at least one (1) low-income euatifred employee during he 0unlificatton Period Income Verlficat/on Grantee will follovl! the guidelines provided by 24 CFR Part 5609,Annual Income to ensure eligibility of Program participants, maintain evidence that act,vthes assisted with CD8G--CV funds comply with the primary National Objective, "Benefit to Low- and Moderate- Income Persons" and provide services or activities that "benefit at least 51% tow- and moderate-income persons A low- or moderate-income household is defined as a household having an income equal to or less than the limits cited below based on.the unit size. The City recommends using Inc CDP Income Eligibility Calculator provided at https:iA:ww.hude change.ihfoiincomecalculaiorl to determine Household eligibiti:y. This form contains alt the re uired certifications and warnings It shoo d be noted that the Cily does not allow the use of a self-certification approach to income documentation 15 DocuSign Envelope ID:4E2482F9-1 D9D-4A22-8A17-6FF0DDA26533 • Low•Income Noose/Told Limits `IUD Low-Incorre(80%of Med.an Income)for iY2020 itousertoia 1-Person 2-Person 3-Person 4•frerson 5-Persor. 6-Person 7-Person 8-Person Size _ rccnt� $51.200 58.506 $65.800 $73.100 $78.950 $84 000 ; $90,850 $96.500 Lin,to MI 3- Evaluation In its continuing effort to enst,re contract compliance aid performance, the City will evaluate the Grantee ir, its fttNii meet of the terms o' this Agreement :rtclucir_y, but not lotted to, the fol owing measures • Agreem rnt compliance • Accuracy and timeliness of Qr,e rinffy Reports • Adherence to Program I;relines anu Technical Assistance and Grantee Instructions • F,:ffitlment of prescribed outcomes 4. Monitorirgq&Performnance Reviews In compliance with 2 CFR 200 331(d)and (e). toe City reserves the right to inspect- monitor arias rr nodi; the Grantee{', at least once a year, to ensure contractual compliance City writ notify Grantee a mininu^•t of threi 3)business days prior to a monitoring visit, • t6 DocuSign Envelope ID:4E2482F9-1D9D-4A22-8A17-6FF0DDA26533 • EXHiBtT"B" "Documentation" The Grantee agrees o Prov de he ielioveng documents as part of its reporting reeurements To document Employee Retention Requirement; Income Verification forms must includo: • iName- • Date of birth. • Emp ogee's Miami Beach address • Demo, graphic information as required in the CDBG-CV income Verification Form • Verity information on family size and income so that it is evident that the household's tam iy incor^re does not exceed the how and moderate income limit • Annual income is Me gross amount of income anticipated by all ae.,ts i'1 a family dicing ttto 1 2 months following the effective date of the determination ii Io calculate annual income. the Grantee may choose amo-tg definitions of income. iistnd below.nowever the sante incomedofin•tion must be used for ail Grantees. Annual income as defined under the Section 8 Housing Assistance Payments • Program(24 CFR 5.009).. • r, Adjusted gross income as defined tar purposes of reporting under IRS Form 1040(long form)for Federate individual income tar:Purposes • To determine if program applicants are income-eligible,Grantees have several optionzi a) Ootain evidence that Me household/person assisted qualified under another program having income cualifcatior criteria at least as restrictive as that used in the definir'ons of I,Mt househotdrperson. such as public housing ani welfare programs;or b) Obtain evidence that the assisted person is homeless.or c) Obtain a verifiable certification from the assisted person that hislher family income does not exceed the applicable income licit according to the definition of income under 24 CFR 570.3 Estimate the annual income of a family or hocsehcid by projecting the prevailing rate of income of each person a°the time assistance is provided for the Individual,family,or household las apdticabie)• Estimated annual tncome shall include income from all family or household members,as applicable 1. Obtain verification of employment for each hoaschold member over the age of 18 oy obtaining one of the following,as appropriate: a Proof of entitlement payments. andlor a Three (3) most current nay-stubs for tnose wino are employed. and/or c. Verification of Sed-Employment Tax Deposits to' those who are self-employed 2. Obtain:verification of financial assets for each household member over Inc age of 18 obtaining.as applicable,the following documents: a The last 30 days of saving account statements. b The last 30 days of checking account statements:and c. The last 30 days of mutual:ands accounts 3 in the event that a household member over the age of 18 does not nave employment or financial assets, helsne must complete and notarize the proper affidavits and submit with the aoplicatior;package. • Any addition.)documents as requested oy the C,ty 17 DocuSign Envelope ID:4E2482F9-1D9D-4A22-8A17-6FF0DDA26533 To document expenses incurred: Suoporirng documerta to be submitted wan the Quaderty Retort are as follows: • Salary related expenses: • Electrartc payroll ledgers with corresponding hank transactions statement) • Cancelled cheats • Form 941 -Emoloye(s Quarterly Federal Tax Return • Unemployment payment • Any add)uoral documents as requested by the City • Fringe Benefits related expenses: • Bank statements • Works's Compensation invoice, policy and cancetred check • Any addrraonal documents as requested by the City 18 DocuSign Envelope ID:4E2482F9-1 D9D-4A22-8A17-6FF0DDA26533 EXHIBIT"C" "Financial Management" To comply with Feder.t regulations,each program must have a financial management system that provides accurate. current and complete d,sctosure of the financial status of the activity. This means the financial systEem must be capable of generating regular financial status -eperts which indicate the dollar amount allocated for each aco ity(including any budget revisions).amount obligated(,.e.for which contract exists). and the amount expel l(led for each activity The system must permit the comparison of actual expennitures and revenues against budgeted amounts. The City must be able to isolate and to trace every CDBG-CV dollar received and or ve where it went and for what it was used The City is responsible for reviewing and certifying the financial management of any operating agency. which is not a City department or bureau, in order to determine wrlether or not it meets as of the above requirements. If the a ency's system does not mee:these requirements and mocifications are not possible, the City must administ r the COBG-CV funds for the operating agency Support for Expenditures P Sufficient support for expenses depends on the type of expenditure.•nclud:ng the°following items • Salaries-Shou;r;be suoported by proper documentation in personnel files of hire date,position,duties, compensation, ani raises will` effective date, termination date, and similar type inrormatior.. Non- exemp:employees are required by law to complete a timesheet showing nurnoer of hours they worked during the day All employees pate in whole or in part from CDBG-CV funds should prepare a time sheet indicating ;tie hours worked on CDBG-CV projects for each pay period. Based on these time sheets and the Iourly payroll costs for each employee, a voucher statement indicating the distribution of payroll charges s•norild be orepared and placed in the appropriate files.) • Employee Benefits -Should be supported by personnel policies and orocedures manual, cescrbing the types of benefits. eligibility and other relevant int-or-ration.) • Professional Services-Should be supported by a complete and signed copy of the contrac:between the Grantee and the independent contractor, describing at the minimum, period of service. type of service and method for payments, in addition to the invoice from the ps'vate contractor. • Purchases- At a minimum. purchases should be supported by a purchase order packing list and vendor invoice Ciedit card statements, travel itineraries, vendor statements and similar items do not represent support 'or an expense. Records Accounting records r ust be supported by source documentation Invoices. hilts of lad-rig, purchase vouchers, payrolls an the like must be secured and retained for five(5)years in order to show for what purpose funds were sp+nt.Payments should not be made without invoices and vouchers physically in hand. All voucherslinvoxes should be on vendor's letterhead. Financial records are to be retained for a period of five(.5)years, witn acc6ss guaranteed to the City,to HUD or Treasury officials or their representative. Audits Grantee shall adhere t)the following audit requirements. Audits for Federal Awards under$750,000 in a fiscal year, If the Grantee expends)less than$750,000 to the fiscal year in Federal awards it is exempted from Federal audit requirements for khat year and consequently the audit cost is not a reimbursable expense. The City, however. may request the Grantee to have a limited scope audit for monitoring purposes These limited scope audits will be paid for and arranged by the City and address only ore or more of the following types of compliance requrements: activities Wowed or disattowed; allowable costsicost principles; eligibility, matching, level of effork,earmarking;and,reporting. All reports presented to the City shall, where applicable,include sufficient information to provide a proper perspective for fudging the prevalence and consequences of the findings,such as wnether an audit finding represents an isolatec instance or a systemic problem Where appropriate, instances identified snail be related to the universe and the number of cases examined and quantified in terms of dollar value 19 DocuSign Envelope ID:4E2482F9-1 D9D-4A22-8A17-6FF0DDA26533 • EXHIBIT"D" "Quarterly Report Forms" 20