North Facade Improv. Program Grant Agmt $17,907.00 ao f/-c�r7 7 q S�
NORTH BEACH FACADE IMPROVEMENT PROGRAM GRANT AGREEMENT
THIS FACADE PROGRAM GRANT AGREEMENT(the"Agreement")is made and entered into this_gC
day of 2013 ("Effective Date"),by and between the City of Miami Beach,Florida(hereinafter referred to
as"CITY"),an dv,h Cd /,6s fir` ,with an address of �y Rw;� 5���� K� (hereinafter referred to as
"GRANTEE"). TT
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$30,000 per building; and
WHEREAS,the CITY wishes to enter into the following grant agreement with GRANTEE,to provide
a grant for improvements to the exterior of GRANTEE's property(as defined below).
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and
valuable consideration,the value of which is hereby acknowledged by both parties,the parties agree as follows.
SECTION 1. RECITALS
1.1 The recitals set forth above are incorporated herein and made a part of this Agreement.
SECTION 2. THE PROPERTY
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2.1 The Grantee represents and warrants to CITY that it is the legal owner of the property at
Miami Beach, Florida, and RECORDED IN BOOK I Folio Number
02-3202-003-0150
PAGE IN THE PUBLIC RECORDS OF MIAMI-DADE COUNT-, V LUKHJti:
PROPERTY CONTROL NUMBER N (hereinafter,the"Property").
2.2 GRANTEE shall provide such proof of ownership to the Property, as CITY may deem
necessary, in its sole and reasonable discretion, prior to disbursal of any Grant funds by the
CITY.
SECTION 3. THE GRANT Seventeen thousand,
nine hundred and seven dollars 417/?10
3.1 The CITY hereby awards GRANTEE the sum of ($ 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 Program"),and the completed Program
Application; both attached and incorporated herein as Exhibit "A"; as well as Grantee's
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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.
SECTI®N 4.INSURANCE
4.1 The Grant is subj ect 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
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
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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 ® Z`� /3 (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.
SECTION 8.DEFAULT AND REMEDIES
8.1 GRANTEE'S DEFAULT. GRANTEE's failure to comply with any of the provisions of this
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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 oceupy
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
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.
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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:
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Tourism, Culture and Economic Development Department 1755, Meridian Avenue Suite#500
Miami Beach, FL 33139. Attention Director.
And to:
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
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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
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
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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]
IN WITNESS WHEREOF, the parties have set their hands and seals the day and year first above
written.
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y
�� I BEACH, FLORIDA
ATTEST. �� d� CITY OF MIAM C ,
Ci6 Cler d ..1NQQ�P , r
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Y
GRANTEE MUST EXECUTE THIS CONTRACT AS INDICATED BELOW. USE CORPORATION OR
NONCORPORATION FORMAT,AS APPLICABLE.
[If incorporated sign below]
ATTEST: GRANTEE/
Printed Name of 6rganization
(S etary)
By:
Signature o i6sident
(Corporate Seal) Printed Name of Presid nt
day of ado I-WV ,20�/
APPROVED AS TO
FO!fie AGE
& ION
[If not incorporated sign below]
129113
_City Attorney at
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