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No. Beach Facade Improvement Program $10,582.00 62 0 11—c� 7791S__" NORTH BEACH FM�ADE IMPROVEMENT PROGRAM GRANT AGREEMENT THIS FACADE PROGRAM GRANT AGREEMENT(the"Agreement") is made and entered into this day of ,2013 ("Effective Date"),by and between the City of Miami Beach,Florida(hereinafter referred to as"CITY"), and7331 Collins Avenue LLC ,with an address of 7325-7331 Collins Avenue Miami Beach FL 33141 and mailing address 210 71 Street 3309 Miami beach FL 33141 (hereinafter referred to as"GRANTEE"). WITNESSETH: WHEREAS, the CITY has as a-goal of commercial reinvestment, development, revitalization, and economic and social development; and WHEREAS, for approved projects located within the North Beach Commercial Corridor (on Collins Avenue, between 73rd and 751h Streets),the CITY may provide a grant of up to$30,000 per building; and WHEREAS,the CITY wishes to enter into the following grant agreement with GRANTEE,to provide a grant for improvements to the exterior of GRANTEE's property(as defined below). NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration,the value of which is hereby acknowledged by both parties,the parties agree as follows. SECTION 1. RECITALS 1.1 The recitals set forth above are incorporated herein and made a part of this Agreement. SECTION 2. THE PROPERTY 2.1 The Grantee represents and warrants to CITY that it is the legal owner of the property at 7325-7331 Collins avenue,Miami Ileach, Florida, Folio#02-3202-003-1220 and RECORDED IN BOOK ! , PAGE N I Pr IN THE PUBLIC RE QORDS OF MIAMI-DADE COUNTY, FLORIDA. PROPERTY CONTROL NUMBER (hereinafter, the "Property") 2.2 GRANTEE shall provide such proof of ownership to the Property, as CITY may deem necessary, in its sole and reasonable discretion, prior to disbursal of any.Grant funds by the CITY. SECTION 3.THE GRANT 3.1 The CITY hereby awards GRANTEE the sum of Ten Thousand Five hundred eighty two Dollars and 00/100 cents($ 10,582.00)the"Grant"). The full amount of the Grant shall be used solely for facade and exterior renovations to the Property. The award of the Grant, and the use of all Grant funds, shall be governed by the North Beach Fagade Improvement Program("Grant 1 Program"), and the completed Program Application; both attached and incorporated herein as Exhibit "A"; as well as Grantee's Proposal, attached and incorporated herein as Exhibit "B". Collectively,Exhibits"A"and`B"shall constitute,and also be referred to herein as,the"Scope of Work." 3.2 In awarding the Grant, the CITY does not assume any liability for GRANTEE's Property including, without limitation, any acts committed on the Property (whether by GRANTEE or third parties); and/or any work performed on the Property by GRANTEE or third parties (including, without limitation, work performed on the Property pursuant to the Scope of Work of this Agreement). 3.3 Any changes in the Scope of Work must be approved, in writing, by the CITY's Economic Development Director(the"Director"),pursuant to subsection 5.2 thereof. 3.4 As security for GRANTEE's performance hereunder,GRANTEE shall,as determined by CITY in its sole and reasonable discretion, execute a Promissory Note, a Restrictive Covenant, and/or a Guaranty in favor of the CITY. These documents, along with this Agreement, shall constitute the "Grant Documents". The Grant Documents shall be deemed satisfied upon the City's determination, made through the Director, that Grantee has complied with all terms and conditions of the Grant Documents. The GRANTEE agrees to record, at its expense, the Restrictive Covenant and/or the Guaranty, a copy of which are attached hereto as Exhibit"C", in the Miami-Dade County public records. 3.5 All disbursements of the Grant shall be made on a reimbursement basis, according to the "Project Description"outlined in the Program Application. Grant funds shall be used solely for fagade and exterior renovations to the Property, and are subject to the CITY's receipt of documentation, establishing prior payment by the GRANTEE of the total cost(s) of all such improvements. Documentation includes, but is not limited to, receipts, invoices, canceled checks, and such other documents as the CITY may require, in its sole and reasonable discretion. Requests for reimbursements must be submitted in writing to the Director, and shall include a letter from GRANTEE summarizing the funding request. SECTION 4.INSURANCE 4.1 The Grant is subject to the following insurance requirements (and the CITY's receipt of an original certificate of insurance): 4.1.1 Public Liability insurance, annually, in an amount not less than$300,000.00 combined single limits per occurrence for bodily injury and property damage, naming the City of Miami-Beach, Florida as an additional insured. 4.1.2 Worker's Compensation insurance for all employees of the GRANTEE, as required by Chapter 440, Florida Statutes, as may be amended from time to time. 4.2 The required insurance coverage must include those classifications listed in standard liability insurance manuals, which most nearly reflect the operations of the GRANTEE. 4.3 Companies issuing all insurance policies required above must be authorized to do business 2 under the laws of the State of Florida, and must hold a valid Florida Certificate of Authority as shown in the latest"List of All Insurance Companies Authorized or Approved to Do Business in Florida,"issued by the State of Florida Department of Insurance and be a member of the Florida Guaranty Fund. 4.4 Certificates of insurance must provide that the GRANTEE will make no material adverse change, cancellation, or non-renewal of coverage without thirty (30) days advance written notice to the CITY. SECTION 5. SCOPE OF WORK 5.1 GRANTEE shall only use the Grant funds in accordance with the Grant Program and the Program Application to complete the approved Scope of Work. 5.2 Any amendments to the Scope of Work requested by GRANTEE shall be submitted in writing to the Director. A proposed amendment must be accompanied by written justification and is subject to approval (if at all) by the Director, in his sole discretion, in writing, before the amendment becomes effective. SECTION 6. EFFECTIVE DATE,TERM, COMMENCEMENT AND COMPLETION DATES 6.1 The"Effective Date"of this Agreement shall be the date of execution by the last of the parties, and shall be noted on page 1 thereof. 6.2 The Term of this Agreement shall begin on the Effective Date, and shall end sixty(60)months after the completion of the Scope of Work. 6.3 After the Effective Date,the GRANTEE shall attain at least three(3)detailed written estimates from licensed and insured contractors, award the construction contract to the chosen contractor and secure all necessary construction permits. Within fifteen (15) days of commencing any work, GRANTEE shall deliver the awarded construction contract. Work provided in the Scope of Work shall commence on or before November I s` 2013 and/or within 5 business days following issuance of Bldg. permit (the"Commencement Date"), and shall be fully completed no later than six (6) months from the Commencement Date ("Completion Date"). Extensions may be granted by the Director, in his sole discretion, but only upon the GRANTEE having demonstrated just cause for such extension. SECTION 7. RECORDS 7.1 INSPECTION.All of GRANTEE'S books and records and documents related to the Grant must be made available for inspection and/or audits by the CITY and any other organization conducting reviews for the CITY upon 24 hours notice throughout the Term of this Agreement. In addition, GRANTEE must retain all records related to the Grant in proper order for at least three (3) years following the expiration of the Agreement. The CITY and its designated representatives shall have access to such records, for the purpose of inspection or audit during the three(3)year period. This Section shall survive the expiration of this Agreement. 3 SECTION 8. DEFAULT AND REMEDIES 8.1 GRANTEE'S DEFAULT. GRANTEE's failure to comply with any of the provisions of this Agreement shall constitute a default upon the occurrence of which the CITY may, in its sole discretion, (i) withhold, temporarily or permanently, all, or any unpaid portion of the Grant upon giving written notice to GRANTEE, and/or (ii) terminate this Agreement and demand a full refund of the Grant. Upon default as provided herein, the CITY shall have no further obligations to GRANTEE under this Agreement. 8.2 REPAYMENT OF FUNDS. GRANTEE shall repay the CITY for all unauthorized, illegal or unlawful expenditure of funds, including unlawful and/or illegal expenditures discovered after the expiration of this Agreement. GRANTEE shall also reimburse the CITY in the event of default hereunder, if work was not completed as provided in the Scope of Work attached hereto or the Property is sold. Any portion of the Grant which is to be repaid to the CITY shall be paid by delivering a cashier's check for the total amount due,payable to the CITY,within thirty(30) days of the CITY'S demand therefor. 8.3 TERMINATION OF THIS AGREEMENT. The CITY may terminate this Agreement with or without cause or for its convenience. Termination of this Agreement by the CITY shall relieve the CITY of any further obligations hereunder. Such termination shall not release GRANTEE from its obligations under this Agreement including, but not limited to, obligations relating to the completion of activities funded while the Agreement was in effect but not completed prior to the date of termination, or repayment of any Grant funds GRANTEE is obligated to repay. 8.4 LIMITATION ON RIGHTS AND REMEDIES.Nothing contained herein shall be construed as limiting or waiving any rights of the CITY to pursue any remedy which may be available to it in law or in equity. Nothing contained herein shall act as a limitation of the CITY's rights in the event that GRANTEE fails to comply with the terms of this Agreement. 8.5 CITY'S DEFAULT. In the event the CITY fails to comply with the terms of this Agreement, GRANTEE shall provide the CITY with notice detailing the nature of the default, whereupon the CITY shall have thirty(30) days within which to initiate corrective actions and ninety(90) days within which to cure the default. Should the CITY fail to cure the default, GRANTEE's sole remedy is to terminate this Agreement. Subject to the above specified cure period, the effective date of any such termination shall be the date of the notice of termination given by GRANTEE to the CITY. SECTION 9. SPECIAL CONDITIONS 9.1 CESSATION OF OWNERSHIP OR OCCUPANCY. In the event the GRANTEE sells (or otherwise ceases to own) or ceases to occupy the Property during the "Restrictive Period" provided in the Restrictive Covenant associated herewith; or, in the absence of a Restrictive Covenant, five (5) years from the Completion Date, GRANTEE shall repay the full amount of the Grant to the CITY(and any un-advanced portion of the Grant may be retained by the CITY). The determination that GRANTEE has sold (or otherwise ceased to own) or ceased to occupy the Property shall be made by the CITY's Director,in his/her sole discretion. Additionally, sale and/or cessation of occupancy of the property shall constitute an event of default under this 4 Agreement for which the City shall have the right to pursue any remedy provided in the Agreement, or in the Grant Documents, or as otherwise provided by law or equity. This provision shall survive termination or expiration of this Agreement. 9.2 MATERIAL CHANGE OF CIRCUMSTANCES. GRANTEE shall immediately notify the CITY of any material change of circumstances affecting the Property. For the purpose hereof, a material change of circumstance shall include, but not be limited to, the failure of the GRANTEE to diligently and actively pursue Commencement or Completion of the Scope of Work; failure to fulfill the terms of this Agreement or any of the other Grant Documents; code violations; sale (or other transfer of ownership) of the Property; cessation of occupancy; voluntary or involuntary bankruptcy; or an assignment for the benefit of creditors. A material change of circumstances shall constitute a default under this Agreement for which the CITY shall have the right to pursue any remedy provided in this Agreement, or the other Grant Documents, or by law or in equity. 9.3 ASSIGNMENT. GRANTEE shall not assign, transfer, or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of the CITY. 9.4 RULES, REGULATIONS AND LICENSING REQUIREMENTS. GRANTEE must possess the licenses and permits required to conduct its affairs, including Federal, State,City and County. In addition,GRANTEE shall comply with all,laws,ordinances and regulations applicable to carrying out the Scope of Work including, but not limited to, conflicts of interest,building, zoning, land and property use regulations. 9.5 PERSONNEL. All personnel of the GRANTEE shall be deemed employees, agents, or contractors (as applicable) of the GRANTEE, and shall not be deemed, for any purpose whatsoever, to be employees, agents, or contractors of the CITY. 9.6 INDEMNIFICATION. GRANTEE shall indemnify and hold harmless the CITY and its officers, employees, contractors and agents from any claims, liability, losses and causes of action that may arise out of any activity related to this Agreement, GRANTEE'S use of the Grant funds, or the property. GRANTEE will pay all claims and losses of any nature related to this Agreement,GRANTEE's use of the Grant funds, or the property, and will defend all suits, in the name of the CITY, when applicable, and will pay all costs and judgments that may issue from it. The GRANTEE recognizes the broad nature of this indemnification and hold harmless clause,and voluntarily makes this covenant and expressly acknowledges the receipt of good and valuable consideration provided by the CITY in support of the obligation in accordance with the laws of the State of Florida.Nothing herein shall be construed to waive any of the CITY's rights set forth in Section 768.28, Florida Statutes. Nothing contained in this Agreement shall be deemed a waiver of sovereign immunity by the CITY. This paragraph shall survive the termination of this Agreement. 9.7 NOTICES. All notices required in this Agreement if sent to the CITY shall be mailed to: Tourism, Culture and Economic Development Department 1755, Meridian Avenue Suite#500 Miami Beach, FL 33139. Attention Director. And to: 5 Office of the City Attorney, 1700 Convention Center Drive, Fourth Floor, Miami Beach, FL 33139. All written notices if sent to the GRANTEE shall be mailed to Grantee at the address in paragraph one of page 1 above. 9.8 NONDISCRIMINATION. GRANTEE represents and warrants to the CITY that GRANTEE does not and will not engage in discriminatory practices, and that there shall be no discrimination in connection with GRANTEE'S performance under this Agreement on account of race, gender,religion, age, disability,national origin,marital status, familial status, or sexual orientation. GRANTEE further covenants that no otherwise qualified individual shall, solely by reason of his/her race,gender,religion,age,disability,national origin,marital or familial status, or sexual orientation, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 9.9 ADA REQUIREMENTS. GRANTEE must meet all the requirements of the Americans With Disabilities Act (ADA), which includes posting a notice informing GRANTEE'S employees that they can file any complaints of ADA violations directly with the Equal Opportunity Commission(EEOC), One Northeast First Street, Sixth Floor, Miami, Florida 33132. 9.10 INDEPENDENT CONTRACTOR. At all times during the Term of this Agreement, the GRANTEE shall be and act as an independent contractor. At no time shall GRANTEE be considered an employee, agent, contractor,joint venture, or partner of the CITY. 9.11 COSTS. GRANTEE shall obtain and pay for all permits, licenses, and federal, state and local taxes chargeable to its operations,this agreement, and/or the property. 9.12 ENTIRE AGREEMENT. This Agreement expresses the entire agreement of the parties and no party shall be bound by any promises or representations, verbal or written, made prior to the date hereof which are not incorporated herein. 9.13 MODIFICATION. This Agreement may not be modified, except in a writing signed by all parties hereto. 9.14 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida and all legal actions necessary to enforce the Agreement shall be held in Miami Dade County, Florida, or if Federal said action shall be brought in the Southern District of Florida. If any legal action or other proceeding is brought for the enforcement of this Agreement, the successful prevailing party or parties shall be entitled to recover reasonable attorneys' fees and court costs. 9.15 WAIVER OF BREACH.It is hereby agreed by the parties that no waiver of breach of any of the covenants or provisions of this Agreement shall be construed to be a waiver of any succeeding breach of the same or any covenant. 9.16 PLEDGES OF CREDIT. GRANTEE shall not pledge the CITY's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien or any form of indebtedness. 9.17 SEVERABILITY. If any term or provision of this Agreement, or the application thereof to any 6 person or circumstances shall,to any extent,be held invalid or unenforceable,the remainder of this Agreement,or the application of such terms or provision,to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law. 9.18 SUCCESSORS AND ASSIGNS. The GRANTEE binds itself and its partners, successors, executors,administrators and assigns to the CITY,in respect to all covenants of this Agreement. Nothing herein shall be construed as creating any personal liability on the part of any officer, employee or agent of the CITY, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the CITY and the GRANTEE. 9.19 ANTI-KICKBACK/NO CONTINGENCY FEE. The GRANTEE warrants that it has not employed or retained any company or person, other than a bona fide contractor working solely for the GRANTEE, to perform the Scope of Work pursuant to this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide contractor working solely for the GRANTEE, any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award of the Grant funds or making of this Agreement. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] 7 IN WITNESS WHEREOF, the parties have set their hands and seals the day and year first above written. ATTEST: THE CITY OF MIAMI BEACH, FLORIDA Cify Clerk 1(4ay r lNnoRp GRANTEE MU -M CUT R%1ff CT AS INDICATED BELOW. USE CORPORATION OR NONCORPORA , AS * CABLE. A 26 .. T [If incorporated sign below] ATTEST: GRANTEE/ 7331 Collins avenue LLC (Secretary) By: vaj h - t iAjvv W V Signature of PresidentV (Corporate Seal) Printed Name of President day of , 20 APPROVED AS TO FORM &LANGUAGE &FOR EXECUTION 8 it rney Date [If not incorporated sign below] WITNESSES: GRANTEE/ 7331 Collins Avenue LLC By: Signature of President, C*ibhaA, or Other Duly Authorized Representative Printed Name of President, Chairman, or Other Duly Authorized Representative (include title) A_day of 0 c , 20 3 STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE ) The fo egoing in trument was acknowledged before me this Q A day of 0 L+_ . ,20135 by CLI►nn (GRANTEE),known to me to be the persons described in and who executed the foregoing i strument, and acknowledged to and before me that they executed said instrument for the purposes therein expressed. official seal this day of 2013. WITNESS my hand and o � y ©G , " ORIT MIMOUN Commission# DD 946625 NorubS.t.ate f Flora a My commission Expires OFF` December 14, 201 3 at Co My Commission Expires: 12_ vA _2�p1� 9 0 110 DECLARATION OF RESTRICTIVE COVENANTS THIS RESTRICTIVE COVENANT AGREEMENT(the"Agreement")is made and entered into this day of , 2013 ("Effective Date"),by and between the City of Miami Beach, Florida(hereinafter referred to as "CITY"), and7331 Collins Avenue LLC.,with an address of 7325-7331 Collins Avenue Miami Beach FL 33141 and mailing address 210 71 street suite 309 Miami Beach FL 33141 (hereinafter referred to as"GRANTEE"). WITNESSETH: WHEREAS, the CITY has as a goal of commercial reinvestment, development, revitalization, and economic and social development; and WHEREAS, for approved projects located within the North Beach Commercial Corridor (on Collins Avenue, between 73rd and 75th Streets), the CITY may provide a grant of up to $30,000 per building. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration,the value of which is hereby acknowledged by both parties,the parties agree as follows. 1. GRANTEE agrees that the several covenants, conditions and restrictions contained in this Restrictive Covenant shall attach to and run with the land, and shall be binding on GRANTEE, (his/its) transferees, and(his/its) executors,heirs, successors and/or assigns and all persons claiming by,through or under(him/it) for a period of five(5) years(the"Restrictive Period") from the date of completion of the improvements(the"Restrictive Period")provided for in that certain North Beach Facade Improvement Grant Agreement between GRANTEE and the CITY dated OCh ��Zol3the("Grant Agreement"). 2. The property to which this Restrictive Covenant attaches is located at: 7325-7331 Collins Avenue Miami Beach, Florida, 33141, Folio#02-3202-003-1220 legally described as: 014 , Miami Beach, Florida, and RECORDED IN BOOK 4-_, PAGE NIA IN THE PUBLIC RECORDS OF MIAMI-DADE COUNTY,FLORIDA. PROPERTY CONTROL NUMBER '(� (hereinafter, the"Property"). 3. Subject to the provisions of Section 4 below,the Property shall remain under the ownership of 1 GRANTEE for not less than the Restrictive Period;provided that upon a foreclosure by any lender, transfer in lieu of foreclosure or assignment of an FHA insured mortgage to HUD, such restriction shall terminate. Upon the occurrence of any of these events, the CITY has and may exercise its right of first refusal to purchase the property to recapture the financial assistance provided to GRANTEE. However, the Restrictive Covenant shall automatically be revived and reinstated if, during the Restrictive Period, GRANTEE or any entity that includes a direct or indirect ownership or those with whom GRANTEE has or had family or business ties,obtains a direct or indirect ownership interest in the Property subsequent to the foreclosure or other transfer. 4.During the Restrictive Period if GRANTEE,without the prior written consent of the CITY,(i)fails to maintain(his/its) ownership of the Property, (ii) sells, conveys, or in any manner transfers title to the Property (other than to the heirs and next of kin of GRANTEE in the event of the death or disability of GRANTEE), or (iii) changes the use of the Property to any other use other than as a N A or(iv)assigns or transfers any controlling interest in GRANTEE if GRANTEE is an entity(i.e. more than 49%) (the"Events")before the end of the last day of the Restrictive Period,the entire amount of the Grant provided under the Grant Agreement shall become immediately due and payable. 5.This Restrictive Covenant shall attach to and run with the Property and the same shall bind all persons claiming ownership of all or any portion of the business or the Property. GRANTEE hereby acknowledges and agrees that the CITY is a beneficiary of this Restrictive Covenant, and GRANTEE shall not release or amend this Restrictive Covenant without the prior written consent of the CITY and it shall be lawful for the CITY to initiate and prosecute any proceedings at law or in equity against the person or persons violating or threatening to violate this Restrictive Covenant. 6. GRANTEE acknowledges that the CITY will be irreparably damaged if this Restrictive Covenant is not specifically enforced. Therefore, in the event of a breach or threatened breach by the GRANTEE, its successors and/or assigns, as to any provision of this Restrictive Covenant, the CITY shall be entitled to the reimbursement of the Grant together with all rights and remedies, including injunctive relief, restraining such breach without being required to show any actual damage, irreparable harm, or to post any bond or other security. 2 7. If any legal or equitable action or other proceeding is brought for the enforcement of this Restrictive Covenant the successful and prevailing p a rt Y shall be entitled to recover reasonable attorneys' fees,court costs, and all expenses incurred in that action or proceeding in addition to any other relief to which such party may be entitled. 8.Nothing in this Restrictive Covenant shall confer upon any person or entity,other than the CITY and GRANTEE, any rights or remedies under or by reason of this Restrictive Covenant. 9. This Restrictive Covenant shall be governed according to the laws of the State of Florida and the venue shall be in Miami-Dade County, Florida. 10. Invalidation of any one of the provisions contained herein by a court of competent jurisdiction shall in no way affect other provisions, which shall remain in full force and effect. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] 3 IN WITNESS WHEREOF,the GRANTEE has executed this Restrictive Covenant on the day and year i first above written. IN WITNESS WHEREOF, the parties have set their hands and seals the day and year first above written. ATTEST: THE CITY OF MIAMI BEACH, FLORIDA City/Cle ayo INCORF ORATED: GRAN , 'ST� �I� IS CONTRACT AS INDICATED BELOW. USE CORPORATION OR NONCO , AS APPLICABLE. T�- [If incorporated sign below] ATTEST: GRANTEE/ 7331 Collins Avenue LLC. (Secretary) By: Signature of President (Corporate Seal) Printed Name of President day of ,20 APPROVED AS TO FORM & LANGUAGE 4 f FOR EXECUTION i---_jPity-)VForney. Date [If not incorporated sign below] WITNESSES: !P'S� tc-, GRANTEE/ 7331 Collins Avenue LLC. / - By: V&AAAe� '10 Signature of President, a n, or Other Duly Authorize Representative Printed Name of President, Chairman, or Other Duly Authorized Representative(include title) day of 920 STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE ) The for going inst ment was acknowledged before me this �� day of G+ 2013 b g g g Y Y vt�l (GRANTEE),known to me to be the persons described in and who executed the foregoing Instrument, and acknowledged to and before me that they executed said instrument for the purposes therein expressed. WITNESS my hand and official seal this day of 9 2013. :a�'�`�s-, O R I T M I M O U N Nota Pu ic, State of Florida Commission a DD 946625 at Lar e My Commission Expires DO ��66 2 Commission No.: - December 14, 2013 My Commission Expires: 5