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HomeMy WebLinkAboutCRA-R-23-0024 Backup -2023-04-27Bethel AME Church, INC. 245 NW 8th Street — Miami, Florida 33136 Mailing Address P.O. Box 21086 Miami, Florida 33101 Rev. Dr. Mark Crutcher, M.DIV. Pastor March 17, 2023 Greeting Bro. Brian Zeltsman and the CRA Board We are sending this communication as a request for funds for Bethel AME of Miami, Florida. We are asking for funds from your organization to make needed repairs and upgrades to meet the 40 Year Certification process and some Code Enforcement requirements of the City of Miami. We are humbly requesting $139,227.00 to take care of the 40 Year certification process and some Code Enforcement concerns for the ministry. We are submitting proposals from different contractors that give the scope of work that is to be completed. If you have any questions please concerning or request, please contact us at 305- 371-9102. You can also reach me by phone at 850-426-3377 or by email at Greaterbethelmiami245 @gmail. com. The following is the Scope of Work involved in the renovations that are needed for the 40 Year Certification and to be in adherence to code regulations. 1. The Lightburn Building a. Electrical and Structural upgrades for 40 year certification b. Exterior Cleaning and Painting c. Securing windows from water extrusion Sincerely, GMeC Dr. Mark E. Crutcher, Pastor BRINGING DESIGNS I TO LIFE PROPOSAL GENERAL CONTRACTING SERVICES LIGHT BURN BUILDING RENOVATIONS Greater Bethel Church ii. Miami, Florida March 15, 2023 18300 NW 62nd Ave, Suite 320, Miami, FI 33015 I Tel: 877.963.7726 I Fax: 877.802.0674 www.messamconstruction.com r1REATER ME S'gS'aM BETHELCHURCH CONSTRUCT I ON BRINGING DESIGNS I TO LIFE Dr. Mark Crutcher, Pastor Greater Bethel Church 245 N.W. 8 Street Miami, Florida 33136 RE: Light Burn Building Renovations SUBJECT: Project Proposal Rev. Dr. Crutcher: MESSAM CONSTRUCTION Asset Builders, d/b/a Messam Construction, looks forward to making the improvements to the Light Burn Building renovations for Greater Bethel Church. As per your request, please see attached your proposal for this specific location: 243 NW 8th St, Miami. We are available to begin at your earliest convenience. Respectfully, Wayne M. Messam, CGC, LEED AP, BD+C Managing Partner & General Contractor 18300 NW 62nd Ave, Suite 320, Miami, FI 33015 I Tel: 877.963.7726 I Fax: 877.802.0674 www.messamconstruction.com VGREATER ME 1113 ELCHURCH c, N Light Burn Building 243 N. W. 8 Street Miami KEY SCOPES: Exterior Painting • Window Sealing — Electrical & Structural Repairs PROJECT: Light Burn Building — Structural Repairs, Electrical Upgrades, Exterior Painting for 40 Year Certification LOCATION: 243 N.W. 8 Street Miami, Florida 33136 Services DIVISION 9: PAINTING AND PROTECTIVE COATINGS Description of Work: We have been requested to provide a Proposal for the Exterior Painting Services at the Light burn building adjoining the Great Bethel Church, located in Miami, FI. - Services include preparations, pressure cleaning, caulking at all windows and doors, application of protective base primer, and application of topcoat finish. - All work to be coordinated with the client - All products and colors as per approval SCOPE OF WORK -MOBILIZATION OF EQUIPMENT AND PERSONNEL -PREPARE SURFACE TO BE SERVICED - CLEAN/PRESSURE CLEAN ALL SURFACES TO BE SERVICED -REPAIR ANY MINOR HAIRLINE CRACKS AND SCRATCHES -APPLY CAULKING AROUND ALL WINDOWS AND DOORS AS NEEDED - APPLICATION OF PROTECTIVE BASE PRIMER -APPLICATION OF SW TOP COAT FINISH -CLEAN UP OF ALL RELATED DEBRIS INCLUDED: All building perimeter, all stucco walls, accents, columns, detailing, stair concrete walls, eyebrows, parapet, and all as specified. NOT INCLUDED: Metals, floors, special signs, or anything not mentioned above or specified. 18300 NW 62nd Ave, Suite 320, Miami, FI 33015 1 Tel: 877.963.7726 1 Fax: 877.802.0674 www.messamconstruction.com GREATER MESSAM TRaM 7 BETHEL CHURCH CONSTRUCT ON BRINGING DESIGNS I TO LIFE J 0113 MESSAM CONSTRUCTION ACTIVITY QTY RATE AMOUNT -PRICES INCLUDE ALL FURNISHED LABOR, MATERIAL, SUPPLIES, INSURANCE COVERAGE OF UP TO 4 MILLION AND LIABILITY, WORKERS COMPENSATION, OVERHEAD AND LABOR WARRANTY GUARANTEE UNDER MANUFACTURER'S WARRANTY. PRICE, LABOR, AND SCOPE OF WORK BASED ON SPECIFICATIONS PRESENTED. IF YOU REQUIRE TO BE ADDITIONAL INSURED, PLEASE CALCULATE AN ADDITIONAL $200.00 Anticipated Schedule: TBD -This time period is determined by the client's schedule, executed as of the time of "Notice to Proceed", and will be required to be altered only in cases where scheduling is affected for causes beyond our control, such as weather, government intervention, injury, or acts of God. WE ARE A SMALL BUSINESS ENTERPRISE CERTIFIED BY MIAMI DADE COUNTY, SBBC AND MDCPS SCHOOL BOARD FOR THE FOLLOWING: MICRO/SBE, MBE, M/WBE, CSBE LEVEL 1, INDUSTRIAL WASTE, AND LDB CERTIFIED. WE ARE A LEAD SAFE CERTIFIED FIRM WITH AN OSHA TRAINED AND CERTIFIED STAFF. ALL CERTIFICATIONS AVAILABLE UPON REQUEST. Customer agrees to pay all costs and expenses incurred collecting any amounts due under this agreement, including reasonable attorney's fees and all incurred costs and associated expenses. A charge of $25.00 will be added to all checks returned for insufficient funds. Any balance due under this agreement and/or Invoice will incur interest at the rate of 1.5% per month. 18300 NW 62nd Ave, Suite 320, Miami, FI 33015 I Tel: 877.963.7726 I Fax: 877.802.0674 www.messamconstruction.com I> GREATER MEs�sAM BETHEL CHURCH BRINGING DESIGNS I TO LIFE PROPOSAL oga MESSAM CONSTRUCTION 14% of Bid Price includes funds for 40-year recertification report, Permitting expenses, Insurance Bonds, Asbestos survey and mitigation if needed, and Boundary Survey. Exclusions: Pressure Cleaning Entire Wall and Apply Waterproofing (By contracting) NOT INCLUDED: Metals railings floors special signs or anything not mentioned above or specified. No removal contaminated/Deleterious materials Surveying as-builts/Layout No additional boring or surveying Testing Permit Fees Soil not tested Note: Any Additional insurances Our Lump Sum Bid Price is as follows: $139,227.00 18300 NW 62nd Ave, Suite 320, Miami, FI 33015 I Tel: 877.963.7726 I Fax: 877.802.0674 www.messamconstruction.com VGREATER MEs�s'AM ELCHURCH c, N GRANT AGREEMENT A GRANT AGREEMENT ("Agreement") is made as of this day of 2023 ("Effective Date") by and between the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("SEOPW CRA"), and BETHEL A.M.E. CHURCH, INC. ("BETHEL"), a Florida not for -profit Corporation ("Grantee"). RECITALS A. WHEREAS, the SEOPW CRA is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2018 Southeast Overtown/Park West Community Redevelopment Plan, as amended and restated (the "Updated Plan"); and B. WHEREAS, Section 2, Goal 1, on page 10 of the Plan lists the "preserv[ation of] historic buildings and community heritage" as a stated redevelopment goal; and C. WHEREAS, Section 2, Principle 8, on page 11 of the Plan states that " [o[lder buildings that embody the area's cultural past must be restored"; and D. WHEREAS, on August 24, 2007, the City of Miami, acting as General Counsel to the SEOPW CRA, issued Formal Legal Opinion No. 07-014, opining that the SEOPW CRA may use TIF funds to repair or renovate churches within the redevelopment area for the purpose of improving the community as a whole; and E. WHEREAS, Bethel A.M.E. Church, Inc. ("Bethel"), owns the Lightburn Building, a Mission House, which is part of the Greater Bethel A.M.E. Church located at 245 N.W. 8 th Street, Miami, Florida 33136; Folio #0101030501150 (the "Property"); and F. WHEREAS, The Property, was built in 1949 and needs structural, electrical repairs and code related improvements to obtain its 40-year recertification ("Purpose"); and G. H. WHEREAS, the Board of Commissioners, by Resolution No. CRA-R-22- attached hereto as Exhibit "A", authorized the issuance of a grant, in an amount not to exceed One Hundred Thirty -Nine Thousand Two Hundred Twenty -Seven Dollars and Zero Cents ($139,227.00) ("Funds"), to the Grantee to underwrite costs associated with the Project; and L WHEREAS, the parties wish to enter into this Agreement to set forth the terms and conditions relating to the use of this grant; NOW, THEREFORE, in consideration of the mutual promises of the parties contained herein and other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, the SEOPW CRA and Grantee agree as follows: 1. RECITALS. The Recitals to this Agreement are true and correct, and are incorporated herein by referenced and made a part hereof. 2. GRANT. Subject to the terms and conditions set forth herein and Grantee's compliance with all of its obligations hereunder, the SEOPW CRA hereby agrees to make available to the Grantee the Grant to be used for the purpose and disbursed in the manner hereinafter provided. Page 1 of 10 3. USE OF GRANT. The Grant shall be used to underwrite construction costs associated with the Project more particularly described in the Scope of Work for the Project and the Project Budget attached hereto as Exhibit "B" and Exhibit "C" respectively (collectively, the "Scope of Work and Project Budget"), and incorporated herein, which have been approved by the SEOPW CRA and the Grantee. 4. TERM. The term of this Agreement shall commence on the Effective Date written above and shall terminate upon the earlier of one (1) year, full disbursement of One Hundred Thirty -Nine Thousand Two Hundred Twenty -Seven Dollars and Zero Cents ($139,227.00), or earlier as provided for herein; provided, however, that the following rights of the SEOPW CRA shall survive the expiration or early termination of this Agreement: to audit or inspect; to require reversion of assets; to enforce representations, warranties, and certifications; to exercise entitlement to remedies, limitation of liability, indemnification, and recovery of fees and costs. 5. DISBURSEMENT OF GRANT. a. GENERALLY. Subject to the terms and conditions contained in this Agreement, the SEOPW CRA shall make available to Grantee up to One Hundred Thirty -Nine Thousand Two Hundred Twenty - Seven Dollars and Zero Cents ($139,227.00). In no event shall payments to Grantee, under this Agreement, exceed One Hundred Thirty -Nine Thousand Two Hundred Twenty -Seven Dollars and Zero Cents ($139,227.00). Payments shall be made to Grantee on a reimbursement basis or directly to vendors on behalf of Grantee, only after the SEOPW CRA has received and approved requests for disbursement in accordance with the SEOPW CRA and Grantee approved Scope of Work and Project Budget. b. PRE -APPROVAL OF EXPENSES. Grantee agrees to submit to the SEOPW CRA all requests for the expenditure of Grant funds for pre -approval by the SEOPW CRA. Failure to submit said requests prior to incurring expenses may result in the Grantee bearing the costs incurred. The SEOPW CRA shall review said requests to ensure that the expense sought to be incurred by the Grantee is an expense within the Scope of Work and Project, and the SEOPW CRA reserves the right to deny any and all requests it deems to be outside of the Scope of Work and Project Budget. c. REQUESTS FOR DISBURSEMENT OF GRANT. All requests for the disbursement of Grant funds by the Grantee shall be certified by the Grantee's authorized representative. All requests for disbursement of Grant funds must be in writing and must be accompanied by supporting documents reflecting the use of Grant funds and/or expenditures incurred, and that said request is being made in accordance with the Project Budget and for expenditures incurred during the Term of this Agreement, as reflected in Exhibit "C". For purposes of this Agreement, "supporting documentation" may include invoices, receipts, photographs, and any other materials evidencing the expense incurred. The Grantee agrees that all invoices or receipts reflecting the expenses incurred in connection to the Project shall be in the name of the Grantee, and not in the name of the SEOPW CRA in light of the Grantee's inability to bind the SEOPW CRA to any legal and/or monetary obligation whatsoever. The SEOPW CRA retains the right to request additional supporting documentation, or additional explanation for any and all expenses incurred by the Grantee. Grantee's failure to provide additional supporting documentation or additional explanation regarding expenses incurred shall serve as grounds for immediate termination of this Agreement, and the Grantee shall bear the costs associated with any expenditures not approved by the SEOPW CRA prior to the date of termination. The Grantee understands and acknowledges that the SEOPW CRA shall not disburse Grant funds for any expense that has not been previously approved by the SEOPW CRA in accordance with Section 5(b) above, and that such expenses shall be borne solely by the Grantee. d. CASH TRANSACTIONS PROHIBITED. The parties agree that no payment will be made to the Grantee as reimbursement for any Project -specific expenditure paid in cash. Grantee acknowledges that a cash transaction is insufficient per se to comply with record -keeping requirements under this Agreement. Page 2of10 e. NO ADVANCE PAYMENTS. The SEOPW CRA shall not make advance payments to the Grantee or Grantee's vendors for services not performed or for goods, materials, or equipment which have not been delivered to the Grantee for use in connection with the Project. f. RETAINAGE. The SEOPW CRA shall retain ten (10) percent of all invoice amounts and shall release the same to Grantee or its General Contractor upon Project completion, specifically upon issuance of a Certificate of Occupancy from the City of Miami's Building Department for such portion of the Project. 6. JOB CREATION DURING CONSTRUCTION. a. SUBCONTRACTOR PARTICIPATION. Grantee shall cause its general contractor to hire not less than twenty percent (20%) of the subcontractors for the Project giving first priority to companies certified as SBE-Construction Services firms by Miami -Dade County pursuant to 10-33.02 of the County Code of Ordinances ("SBE"), whose principal place of business is in the Redevelopment Area, as more particularly described in the Plan, second priority to subcontractors whose principal place of business is in the Redevelopment Area, third priority to SBE firms whose principal place of business is located within the boundaries of the Overtown community which encompasses part of zip code 33136 ("Overtown Community"), fourth priority to subcontractors whose principal place of business is located within the boundaries of the Overtown Community, fifth priority to SBE firms whose principal place of business is located within the City of Miami, and sixth to subcontractors whose principal place of business is located within the City of Miami. b. LABORER PARTICIPATION. Grantee agrees to cause its general contractor and all subcontractors to hire forty percent (40%) of the labor for the construction of the Project from workers residing in the City of Miami giving first priority to workers residing in the Redevelopment Area, which encompasses part of zip code 33136 and second priority to workers residing in the Overtown Community. c. REPORT REQUIREMENTS. The Grantee shall be required to submit to the Executive Director monthly reports detailing evidence of compliance with the subcontractor participation requirement and the laborer participation requirement ("Participation Report"). The Participation Report shall contain such information as the Executive Director may reasonably require for the Executive Director to determine whether the Grantee is in compliance with the subcontractor participation requirement and the laborer participation requirement. d. DISPUTES. In the event of any disputes between the Executive Director and Grantee as to whether any subcontractor has its principal place of business in the City of Miami or whether a laborer resides in the City of Miami, and whether the Grantee has complied with the priority requirements, the Executive Director and Grantee shall proceed in good faith to resolve the dispute. In the event the dispute is not resolved within ten (10) days, either party may submit the dispute to the SEOPW CRA Board of Commissioners for resolution. The decision of the SEOPW CRA Board of Commissioners shall be binding on the parties. 7. COMPLIANCE WITH POLICIES AND PROCEDURES. The Grantee understands that the use of the Grant is subject to specific reporting, record keeping, administrative, and contracting guidelines and other requirements affecting the SEOPW CRA's activities in issuing the Grant. SEOPW CRA agrees to provide notice of said guidelines and other requirements to Grantee in advance of requiring compliance with same. Without limiting the generality of the foregoing, the Grantee represents and warrants that it will comply, and the Grant will be used in accordance with all applicable federal, state, and local codes, laws, rules, and regulations. 8. REMEDIES FOR NON-COMPLIANCE. If Grantee fails to perform any of its obligations or covenants hereunder, or materially breaches any of the terms contained in this Agreement, the SEOPW CRA shall have the right to take one or more of the following actions: Page 3of10 a. Withhold cash payments, pending correction of the deficiency by Grantee; b. Recover payments made to Grantee; c. Disallow (that is, deny the use of the Grant for) all or part of the cost for the activity or action not in compliance; d. Withhold further awards for the Project; or e. Take such other remedies that may be legally permitted. 9. RECORDS AND REPORTS/AUDITS AND EVALUATION. a. PUBLIC RECORDS; MAINTENANCE OF RECORDS. This Agreement shall be subject to Florida's Public Records Laws, Chapter 119, Florida Statutes. The parties understand the broad nature of these laws and agree to comply with Florida's Public Records Laws, and laws relating to records retention. Moreover, in furtherance of the SEOPW CRA's audit rights in Section 9(c) below, the Grantee acknowledges and accepts the SEOPW CRA's right to access the Grantee's records, legal representatives' and contractors' records, and the obligation of the Grantees to retain and to make those records available upon request, and in accordance with all applicable laws. The Grantee shall keep and maintain records to show its compliance with this Agreement. In addition, the Grantee's contractors and subcontractors must make available, upon the SEOPW CRA's request, any books, documents, papers, and records which are directly pertinent to this specific Agreement for the purpose of making audit, examination, excerpts, and transcriptions. The Grantee, its contractors and subcontractors shall retain records related to this Agreement or the Project for a period of five (5) years after the expiration, early termination, or cancellation of this Agreement. b. REPORTS. The Grantee shall deliver to the SEOPW CRA reports relating to the use of the Grant as requested by the SEOPW CRA, from time to time and as detailed herein. Failure to provide said reports shall result in Grant funds being withheld until the Grantee has complied with this provision. Thereafter, continued failure by the Grantee in providing such reports shall be considered a default under this Agreement. c. AUDIT RIGHTS. The SEOPW CRA shall have the right to conduct audits of the Grantee's records pertaining to the Grant and to visit the Project, in order to conduct its monitoring and evaluation activities. The Grantee agrees to cooperate with the SEOPW CRA in the performance of these activities. Such audits shall take place at a mutually agreeable date and time. d. FAILURE TO COMPLY. The Grantee's failure to comply with these requirements or the receipt or discovery (by monitoring or evaluation) by the SEOPW CRA of any inconsistent, incomplete, or inadequate information shall be grounds for the immediate termination of this Agreement by the SEOPW CRA. 10. REPRESENTATIONS; WARRANTIES; CERTIFICATIONS. The Grantee represents, warrants, and certifies the following: a. INVOICES. Invoices for all expenditures paid for by Grant shall be submitted to the SEOPW CRA for review and approval in accordance with the terms set forth in this Agreement. The Grantee, through its authorized representative, shall certify that work reflected in said invoices has, in fact, been performed in accordance with the Scope of Work and Project Budget set forth in Exhibits `B" and "C". b. EXPENDITURES. Funds disbursed under the Grant shall be used solely for the Project in accordance with the Scope of Work and Project Budget set forth in Exhibits `B" and "C". All expenditures of the Grant will be made in accordance with the provisions of this Agreement. c. SEPARATE ACCOUNTS. The Grant shall not be co -mingled with any other funds, and separate accounts and accounting records will be maintained. Page 4of10 d. POLITICAL ACTIVITIES. No expenditure of Grant funds shall be used for political activities. e. LIABILITY GENERALLY. The Grantee shall be liable to the SEOPW CRA for the amount of the Grant expended in a manner inconsistent with this Agreement. f. AUTHORITY. This Agreement has been duly authorized by all necessary actions on the part of, and has been, or will be, duly executed and delivered by the Grantee, and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof: (i) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein; (ii) contravenes any existing law, judgment, governmental rule, regulation, or order applicable to or binding on any indenture, mortgage, deed of trust, bank loan, or credit agreement, applicable ordinances, resolutions, or on the date of this Agreement, any other agreement or instrument to which the Grantee is a party; or (iii) contravenes or results in any breach of, or default under any other agreement to which the Grantee is a party, or results in the creation of any lien or encumbrances upon any property of the Grantee. 11. NON-DISCRIMINATION. The Grantee, for itself and on behalf of its contractors and sub- contractors, agrees that it shall not discriminate on the basis of race, sex, color, religion, national origin, age, disability, or any other protected class prescribed by law in connection with its performance under this Agreement. Furthermore, the Grantee represents that no otherwise qualified individual shall, solely, by reason of his/her race, sex, color, religion, national origin, age, disability, or any other member of a protected class be excluded from the participation in, be denied benefits of, or be subjected to discrimination under any program or activity receiving financial assistance pursuant to this Agreement. 12. CONFLICT OF INTEREST. The Grantee is familiar with the following provisions regarding conflict of interest in the performance of this Agreement by the Grantee. The Grantee covenants, represents, and warrants that it will comply with all such conflict -of -interest provisions: a. Code of the City of Miami, Florida, Chapter 2, Article V. b. Miami -Dade County Code, Section 2-11.1. 13. CONTINGENCY. Funding for this Agreement is contingent on the availability of funds and continued authorization for Project activities and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, or change in regulations. The SEOPW CRA shall not be liable to the Grantee for amendment or termination of this Agreement pursuant to this Section. 14. MARKETING. a. PUBLICATION. In the event the Grantee wishes to engage in any marketing efforts, the Grantee shall, if approved by the SEOPW CRA in accordance with Section 14(b) below, produce, publish, advertise, disclose, or exhibit the SEOPW CRA's name and/or logo, in acknowledgement of the SEOPW CRA's contribution to the Project, in all forms of media and communications created by the Grantee for the purpose of publication, promotion, illustration, advertising, trade, or any other lawful purpose, including but not limited to stationary, newspapers, periodicals, billboards, posters, email, direct mail, flyers, telephone, public events, and television, radio, or interne advertisements, or interviews. b. APPROVAL. The SEOPW CRA shall have the right to approve the form and placement of all acknowledgements described in Section 14(a) above, which approval shall not be unreasonably withheld. c. LIMITED USE. The Grantee further agrees that the SEOPW CRA's name and logo may not be otherwise used, copied, reproduced, altered in any manner, or sold to others for purposes other than those specified in this Agreement. Nothing in this Agreement, or in the Grantee's use of the SEOPW CRA's name and Page 5 of 10 logo, confers or may be construed as conferring upon the Grantee any right, title, or interest whatsoever in the SEOPW CRA's name and logo beyond the right granted in this Agreement. d. SEOPW CRA CONSTRUCTION SIGN. The Grantee shall display, and cause to be displayed, at the Property, in a prominent, most visible area to the public, a sign displaying the SEOPW CRA logo, and the SEOPW CRA's monetary contribution to the Project ("Construction Signage"). The Grantee shall display, and cause to be displayed, the Construction Signage until the Project is complete. The Construction Signage shall be paid for by the Grantee and the Construction Sign specifications will be provided by the SEOPW CRA. The SEOPW CRA shall approve the location of the Construction Sign prior to its installation. 15. DEFAULT. If the Grantee fails to comply with any term or condition of this Agreement or fails to perform any of the Grantee's obligations hereunder, and the Grantee does not cure such failure within thirty (30) days following receipt of written notice from the SEOPW CRA that such failure has occurred, then the Grantee shall be in default. Upon the occurrence of such default hereunder the SEOPW CRA, in addition to all remedies available to it by law, may immediately, upon written notice to the Grantee, terminate this Agreement whereupon all payments, advances, or other compensation paid by the SEOPW CRA directly to the Grantee and utilized by the Grantee in violation of this Agreement shall be immediately returned to the SEOPW CRA. The Grantee understands and agrees that termination of this Agreement under this section shall not release the Grantee from any obligation accruing prior to the effective date of termination. 16. NO LIABILITY. In consideration for the Grant, the Grantee hereby waives, releases, and discharges the SEOPW CRA, the City of Miami, its officers, employees, agents, representatives, or attorneys, whether disclosed or undisclosed, any and all liability for any injury or damage of any kind which may hereafter accrue to the Grantee, its officers, directors, members, employees, agents, representatives, with respect to any of the provisions of this Agreement or performance under this Agreement. Any liability of the SEOPW CRA under this Agreement shall be subject to the limitations imposed by Section 768.28, Florida Statutes. 17. INDEMNIFICATION OF THE SEOPW CRA. The Grantee agrees to indemnify, defend, protect, and hold harmless the SEOPW CRA and the City of Miami from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "liabilities") for reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from or in connection with: (i) the performance or non-performance of the services, supplies, materials, and equipment contemplated by this Agreement or the Project, whether directly or indirectly caused, in whole or in part, by any act, omission, default, professional errors or omissions, or negligence (whether active or passive) of the Grantee or its employees, agents, or subcontractors (collectively referred to as "Grantee"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent, or contributing) by any act, omission, default, breach, or negligence (whether active or passive) of the SEOPW CRA, unless such injuries or damages are ultimately proven to be the result of grossly negligent or willful acts or omissions on the part of the SEOPW CRA; or (ii) the failures of the Grantee to comply with any of the paragraphs provisions herein; or (iii) the failure of the Grantee, to conform to statutes, ordinances, or other regulations, or requirements of any governmental authority, federal, state, county, or city in connection with the granting or performance of this Agreement, or any Amendment to this Agreement. Grantee expressly agrees to indemnify, defend and hold harmless the SEOPW CRA, from and against all liabilities which may be asserted by an employee or former employee of Grantee, any of subcontractors, or participants in the Program, as provided above, for which the Grantee's liability to such employee, former employee, subcontractor, or participant would otherwise be limited to payments under state Worker's Compensation or similar laws. The Indemnification shall survive the cancellation or expiration of the Agreement. Grantee shall require all subcontractors to comply with the provisions of this section. 18. INSURANCE. The Grantee shall, at all times during the term hereof, maintain such insurance coverage as provided in Exhibit "D", attached hereto and incorporated herein. All such insurance, including renewals, shall be subject to the approval of the SEOPW CRA, or the City of Miami (which approval shall not be Page 6of10 unreasonably withheld) for adequacy of protection and evidence of such coverage shall be furnished to the SEOPW CRA on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled, or materially changed during the performance of the Project under this Agreement without thirty (30) calendar days prior written notice (or in accordance to policy provisions) to the SEOPW CRA. Completed Certificates of Insurance shall be filed with the SEOPW CRA, to the extent practicable, prior to the performance of Services hereunder, provided, however, that Grantee shall at any time upon request by SEOPW CRA file duplicate copies of the policies of such insurance with the SEOPW CRA. Grantee shall require all contractors and subcontractors to comply with the requirements set forth in Exhibit D and further list the City and SEOPW CRA as additional insured on all corresponding liability policies. If, in the reasonable judgment of SEOPW CRA, prevailing conditions warrant the provision by Grantee of additional liability insurance coverage or coverage which is different in kind, SEOPW CRA reserves the right to require the provision by Grantee of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should Grantee fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following SEOPW CRA's written notice, this Agreement shall be considered terminated on the date the required change in policy coverage would otherwise take effect. Upon such termination, SEOPW CRA shall pay Grantee expenses incurred for the Project prior to the date of termination but shall not be liable to Grantee for any additional compensation, or for any consequential or incidental damages. 19. DISPUTES. In the event of a dispute between the Executive Director of the SEOPW CRA and the Grantee as to the terms and conditions of this Agreement, the Executive Director of the SEOPW CRA and the Grantee shall proceed in good faith to resolve the dispute. If the parties are not able to resolve the dispute within thirty (30) days of written notice to the other, the dispute shall be submitted to the SEOPW CRA's Board of Commissioners for resolution within ninety (90) days of the expiration of such thirty (30) day period or such longer period as may be agreed to by the parties to this Agreement. The Board's decision shall be deemed final and binding on the parties. 20. INTERPRETATION. a. CAPTIONS. The captions in this Agreement are for convenience only and are not a part of this Agreement and do not in any way define, limit, describe, or amplify the terms and provisions of this Agreement or the scope or intent thereof. b. ENTIRE AGREEMENT. This instrument constitutes the sole and only agreement of the parties hereto relating to the Grant, and correctly set forth the rights, duties, and obligations of the parties. There are no collateral or oral agreements or understandings between the SEOPW CRA and the Grantee relating to the Agreement. Any promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. This Agreement shall not be modified in any manner except by an instrument in writing executed by the parties. The masculine (or neuter) pronoun and the singular number shall include the masculine, feminine and neuter genders and the singular and plural number. The word "including" followed by any specific item(s) is deemed to refer to examples rather than to be words of limitation. c. CONTRACTUAL INTERPRETATION. Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of both parties have equally participated in the preparation of this Agreement. Page 7 of 10 d. COVENANTS. Each covenant, agreement, obligation, term, condition, or other provision herein contained shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making the same, not dependent on any other provision of this Agreement unless otherwise expressly provided. All of the terms and conditions set forth in this Agreement shall apply throughout the term of this Agreement unless otherwise expressly set forth herein. e. CONFLICTING TERMS. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms of this Agreement shall govern. f. WAIVER. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. g. SEVERABILITY. Should any provision contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida, then such provision shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, that same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. h. THIRD -PARTY BENEFICIARIES. No provision of this Agreement shall, in any way, inure to the benefit of any third party so as to make such third party a beneficiary of this Agreement, or of any one or more of the terms hereof or otherwise give rise to any cause of action in any party not a party hereto. 21. AMENDMENTS. No amendment to this Agreement shall be binding on either party, unless in writing and signed by both parties. 22. DOCUMENT OWNERSHIP. Upon request by the SEOPW CRA, all documents developed by the Grantee shall be delivered to the SEOPW CRA upon completion of this Agreement, and may be used by the SEOPW CRA, without restriction or limitation. The Grantee agrees that all documents maintained and generated pursuant to this Agreement shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. It is further understood by and between the parties that any document which is given by the SEOPW CRA to the Grantee pursuant to this Agreement shall at all times remain the property of the SEOPW CRA and shall not be used by the Grantee for any other purpose whatsoever, without the written consent of the SEOPW CRA. 23. AWARD OF AGREEMENT. The Grantee warrants that it has not employed or retained any person employed by the SEOPW CRA to solicit or secure this Agreement, and that it has not offered to pay, paid, or agreed to pay any person employed by the SEOPW CRA any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of the Grant. 24. NON-DELEGABILITY. The obligations of the Grantee under this Agreement shall not be delegated or assigned to any other party without the SEOPW CRA's prior written consent which may be withheld by the SEOPW CRA, in its sole discretion. 25. CONSTRUCTION. This Agreement shall be construed and enforced in accordance with Florida law. 26. TERMINATION. The SEOPW CRA reserves the right to terminate this Agreement, at any time for any reason upon giving five (5) days written notice of termination to Grantee. If this Agreement should be terminated by the SEOPW CRA, the SEOPW CRA will be relieved of all obligations under this Agreement. In no way shall the SEOPW CRA be subjected to any liability or exposure for the termination of this Agreement under this Section. Page 8of10 27. NOTICE. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail, addressed to the party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served, or, if by mail, on the fifth day after being posted, or the date of actual receipt or refusal of delivery, whichever is earlier. To SEOPW CRA: To Grantee: James McQueen, Executive Director Southeast Overtown/Park West Community Redevelopment Agency 819 N.W. 2nd Avenue, 3' Floor. Miami, FL 33136 Email: JMcQueen@miamigov.com With copy to: With copy to: Vincent T. Brown, Esq., Staff Counsel Email: VTBrown@miamigov.com Brian Zeltsman, Director of Architecture & Development Email: BZeltsman@miamigov.com Rev. Mark E. Crutcher, President Bethel A.M.E. Church, Inc. 245 N.W. 8th Street Miami, FL 33136 28. INDEPENDENT CONTRACTOR. The Grantee, its contractors, subcontractors, employees, agents, and participants in the Project shall be deemed to be independent contractors, and not agents or employees of the SEOPW CRA, and shall not attain any rights or benefits under the civil service or retirement/pension programs of the SEOPW CRA, or any rights generally afforded its employees; further, they shall not be deemed entitled to Florida Workers' Compensation benefits as employees of the SEOPW CRA. 29. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 30. MISCELLANEOUS. a. In the event of any litigation between the parties under this Agreement, the parties shall bear their own attorneys' fees and costs at trial and appellate levels. b. Time shall be of the essence for each and every provision of this Agreement. c. All exhibits attached to this Agreement are incorporated in and made a part of this Agreement. IN WITNESS WHEREOF, in consideration of the mutual entry into this Agreement, for other good and valuable consideration, and intending to be legally bound, the SEOPW CRA and the Grantee have executed this Agreement. Page 9of10 ATTEST: By: Todd B. Hannon Clerk of the Board APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: Vincent T. Brown, Esq. Staff Counsel WITNESSES: By: Print: By: Print: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes By: James McQueen Executive Director APPROVED AS TO INSURANCE REQUIREMENTS: By: Ann -Marie Sharpe Director of Risk Management A.M. COHEN TEMPLE, CHURCH OF GOD IN CHRIST, INC., a Florida non-profit Corporation ("Grantee"): By: Rev. Mark E. Crutcher, President Page 10 of 10 This instrument was prepared by: Vincent T. Brown, Esq. SEOPW CRA, Staff Counsel 819 N.W. 2nd Avenue, 3' Floor Miami, FL 33136 Reserved for Recording DECLARATION OF RESTRICTIVE COVENANTS RUNNING WITH THE LAND This Declaration of Restrictive Covenant ("Covenant") made as of the day of , 2023 by Bethel A.M.E. Church, Inc. ("Owner"), is in favor of the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate, created pursuant to Section 163.356, Florida Statutes ("SEOPW CRA"). WHEREAS, the Owner is the legal owner of the fee simple interest in and to that certain property located at 245 N.W. 8th Street, Miami, FL 33136, in fee simple, as reflected in the Deed recorded in Official Records Book 32055, at Page 0498, of the Public Records of Miami -Dade County, Florida, and as more particularly described on Exhibit "A," ("Property") and attached hereto and incorporated herein; and WHEREAS, the condition of the Property poses significant risk of health and safety to its occupants, and in turn, extensive rehabilitation is needed, as evidenced by structural cracks, unsecured railings, deteriorating plumbing, rotting wood, and outdated electrical wiring; and WHEREAS, rehabilitation of the Property requires work to be performed in Common Elements, Limited Common Elements, and within individual residential units, as defined in the Declaration of Condominium establishing Bethel A.M.E. Church, Inc., recorded in Official Records Book 32055, at Page 0498, of the Public Records of Miami -Dade County, Florida (hereinafter referred to as the "Declaration"); and WHEREAS, the CRA has committed funding for renovation and rehabilitation of the Property ("Project"); and WHEREAS, on , the SEOPW CRA and the Bethel A.M.E. Church, Inc. entered into a Grant Agreement, which provided for the terms and conditions of renovation and rehabilitation of the property ("Grant Agreement"); and WHEREAS, in exchange for the work to be performed on the Property, the Owner executed a Joinder to the Grant Agreement, dated , which provided permissions for access and construction of certain improvements on the Property; and WHEREAS, as a condition of the Joinder, the Owner is required to execute and record this covenant in favor of the SEOPW CRA; NOW THEREFORE, the Owner voluntarily covenants and agrees that the Property shall be subject to the following restrictions that are intended and shall be deemed to be covenants running with the land and binding upon the Owner of the Property, its successors in interest and assigns, as follows: Restrictive Covenant Bethel AME Church, Inc. 1 1. Recitals: The recitals and findings set forth in the preamble of this Covenant are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. 2. Covenant: The Owner of the Property hereby agrees and declares to limit the sale or lease of the Property to purchasors or lessors with a household income of no more than 120% of the area medium income for Miami -Dade County. Any and all purchase and sale agreements, or lease agreements executed in connection with the Property shall reflect this Covenant. 3. Term: This voluntary Covenant shall remain in full force and effect and shall be binding upon Owner, its successors in interest and assigns for a period of ten (10) years from the date of completion of the Project. 4. Notice: The Owner hereby agrees to provide thirty (30) days written notice of a sale, refinancing, foreclosure or transfer in lieu of foreclosure of the Property that occurs during the term of this Covenant. 5. Default: The Owner covenants and agrees that in the event of noncompliance with this Covenant, the SEOPW CRA shall give written notice thereof to the Owner by registered or certified mail. If such violation is not corrected to the SEOPW CRA satisfaction within thirty (30) days of date of notice, or within such further time as the SEOPW CRA reasonably determines is necessary to correct the violation, without further notice, the SEOPW CRA may, declare a default under this Covenant and any other agreements executed in connection therewith. The Owner agree that its failure to comply with this Covenant shall result in the Owner reimbursing the SEOPW CRA grant funds, in the amount of Fifty Thousand Dollars ($50,000.00), which reflects funds expended in the rehabilitation of the Property. All rights, remedies and privileges granted herein shall be deemed to be cumulative and the exercise of any one or more shall neither be deemed to constitute an election of remedies, nor shall it preclude the party exercising the same from exercising such other additional rights, remedies or privileges as may be available to it. 6. Amendment and Modifications: This Covenant may be modified, amended or released as to any portion of the Property by a written instrument executed on behalf of the SEOPW CRA and by the then -owner of the fee simple title to the land to be affected by such modification, amendment, or release, provided that same has been approved by the Board of Commissioners of the SEOPW CRA. Should this instrument be so modified, amended or released the SEOPW CRA's Executive Director, or his successor, or other administrative officer with jurisdiction over the matter, shall execute a written instrument in recordable form effectuating and acknowledging such modification, amendment or release. 7. Inspection and Enforcement: The Owner covenants and agrees that any designated representative of the SEOPW CRA shall have the right any time during normal business hours to enter and investigate the use of the Property to determine whether the conditions of this Covenant are being complied with. Enforcement shall be by action against the parties or persons violating or attempting to violate any covenants in this Declaration. The SEOPW CRA, if a prevailing party to any action or suit pertaining to or arising out of this Declaration, shall be entitled to recover, in addition to costs and disbursements allowed by law, such sum as the Court may adjudge to be reasonable for the services of its attorney(s). This enforcement provision shall be in addition to any other remedies available at law, in equity or both. 8. Severability: Invalidation of any of these covenants by judgment of court shall not affect any of the other provisions, which shall remain in full force and effect. Restrictive Covenant Bethel AME Church, Inc. 2 9. Covenant Runs with Land; Expiration of Term: This Covenant is a covenant running with the land. After the expiration of the Term, this Covenant shall lapse and be of no further force and effect. 10. Recordation: This Declaration shall be recorded in the Public Records of Miami -Dade County at the Owner's expense within ninety (90) days of the completed rehabilitation of the Property. The SEOPW CRA shall be promptly furnished with a recorded copy of this Declaration. Signed, witnessed, executed and acknowledged this day of , 2023. WITNESSES: Owner: By: By: Print: By: Print: Reverend Mark E. Crutcher, Chairman -1krSTATE OF FLORIDA ) COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of , 2023, by name, who is personally known ( ) or produced identification ( ) type of identification produced Print or Stamp Name: Notary Public, State of Commission No.: My Commission Expires: Restrictive Covenant Bethel AME Church, Inc. 3 EXHIBIT "A" Description of Subject Property Street Address: 245 N.W. 8th Street, Miami, FL 33136 Folio No.: 01-0103-050-1150 Legal Description: MIAMI NORTH PB B-41 LOTS4& 17BLK35N LOT SIZE 15000 SQ FT M/L F/A/U 01-0103-050-1140 Restrictive Covenant Bethel AME Church, Inc.