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HomeMy WebLinkAbout25063AGREEMENT INFORMATION AGREEMENT NUMBER 25063 NAME/TYPE OF AGREEMENT SEOPW CRA & HARLEM SQUARE, LLC DESCRIPTION REVOCABLE LICENSE AGREEMENT/CONSTRUCTION STAGING AREA FOR A NEARBY AFFORDABLE HOUSING CONSTRUCTION DEVELOPMENT PROJECT EFFECTIVE DATE June 14, 2024 ATTESTED BY TODD B. HANNON ATTESTED DATE 6/27/2024 DATE RECEIVED FROM ISSUING DEPT. 7/2/2024 NOTE REVOCABLE LICENSE AGREEMENT THIS REVOCABLE LICENSE AGREEMENT (this "Agreement") is entered into as of this 14th day o f June 2024 (the "Effective Date"), by and between SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "SEOPW CRA") and HARLEM SQUARE LLC, a Florida limited liability company (the "Licensee")(collectively referred to as the "Parties"). RECITALS A. WHEREAS, the SEOPW CRA is the owner of properties located at 119 N.W. 11tb Street, Miami, Florida 33136 and 142 N.W. 11th Street, Miami, Florida 33136 (the "Properties"), more specifically referred to in Exhibit "A." B. WHEREAS, the Licensee has requested temporary use of the Properties to use as a construction staging area for a nearby affordable housing construction development project ("Purpose"); and C. WHEREAS, the Licensee is a for -profit organization performing general contracting services; and D. WHEREAS, the SEOPW CRA is willing to grant a revocable license to Licensee for use of the Properties for the permitted Purpose, and Licensee is willing to accept a revocable license to use the Properties for the permitted Purpose, as hereinafter provided; and NOW THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. RECITALS. The foregoing recitals are true and correct and are hereby incorporated herein and made a part of this Agreement. 2. GRANT OF REVOCABLE LICENSE. The SEOPW CRA hereby grants to Licensee a revocable license to utilize the Properties for the intended Purpose for the permitted Scope of Work, subject to the terms of this Agreement. The use of the Properties by the Licensee is strictly Page 1 of 17 limited to the permitted Purpose and is not to be used by the Licensee for any other purpose whatsoever. 3. AGREEMENT NOT A LEASE. This Agreement solely grants to Licensee a revocable license for the Permitted Use of the Properties and for no other purpose. The parties hereby agree that the provisions of this Agreement do not constitute a lease. The rights of Licensee hereunder are not those of a tenant but are a mere personal privilege to do certain acts of a temporary character on the Properties and to use the Properties for the Permitted Use only, subject to the terms of this Agreement. The SEOPW CRA retains dominion, possession and control of the Properties . Therefore, no lease interest in the Properties is conferred upon Licensee under the provisions hereof Licensee does not and shall not claim at any time any interest or estate of any kind or extent whatsoever in the Properties by virtue of this Agreement or its use of the Properties hereunder. Additionally, Licensee does not and shall not claim at any time any interest or estate of any kind or extent whatsoever in the Properties by virtue of any expenditure of funds in connection with the use of the Properties. 4. TERM OF AGREEMENT AND USE PERIOD. The term of this Agreement shall commence upon full execution hereof and shall terminate upon the CRA's receipt of a Certificate of Final Completion of Final Completion of Construction on Harlem Square, unless earlier terminated or extended by mutual agreement of the Parties. The Licensee shall have the right to terminate the Agreement at any time during the term for any reason, provided the Licensee provides with the SEOPW CRA with written notice of its intention to terminate the Agreement at least seven (7) days prior to the effective date of termination. Upon termination of the Agreement by Licensee, the Licensee agrees to pay the SEOPW CRA for the use rate provided in Paragraph 5 hereof up to and including the date of termination. 5. USE RATE. In consideration of the use of the CRA Lots as described above, the Licensee agrees to pay to the SEOPW CRA the sum of One Dollar and Zero Cents ($1.00) per month payable on the 1st of each month during the Rental Period. Payment must be paid in full each month; failure to pay in accordance with this Agreement shall result in the immediate termination of this Agreement, subject to a five-day notice and opportunity to cure provided to Licensee. 6. CONDITION OF THE PROPERTIES AND MAINTENANCE. During the term of this Agreement, Licensee shall, at its sole cost and expense, maintain the Properties in good condition and repair and ensure the Properties remain in a clean, safe and sanitary condition. Licensee shall promptly restore the Properties to its original pre -Agreement condition, prior to the use of the Properties by Licensee, upon the termination of this Agreement unless otherwise agreed to in writing by the SEOPW CRA's Executive Director. Licensee agrees that the SEOPW CRA shall, under no circumstances, be liable for any latent, patent or other defects in the Properties. 7. VIOLATIONS, LIENS, AND SECURITY INTERESTS. The Licensee shall not suffer or permit any statutory, laborers, materialman, or mechanics' liens to be filed against the Properties by reason of work, labor, services, or materials supplied to the Licensee or anyone having Page 2 of 17 a right to possession of the Properties. Nothing in this Agreement shall be construed as constituting the consent or request of the SEOPW CRA, expressed or implied, by inference or otherwise, to any contractor, subcontractor, laborer or material man for the performance of any labor or the furnishing of any materials for any specific alteration, or repair of or to the Properties nor as giving the Licensee the right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any mechanics liens against the Properties. If any mechanics' lien shall at any time be filed against the Properties, the Licensee shall cause it to be discharged of record or transferred to appropriate bond within thirty (30) days after the date the Licensee acquires knowledge of its filing. If the Licensee shall fail to discharge a mechanics' lien or cause same to be transferred to bond within that period, then in addition to any other right or remedy available to the SEOPW CRA, the SEOPW CRA may, but shall not be obligated to, discharge the lien either by paying the amount claimed to be due or by transferring same to appropriate bond. All amounts paid by the SEOPW CRA shall be repaid to the SEOPW CRA by the Licensee immediately upon rendition of any invoice or bill by the SEOPW CRA and shall bear interest at the maximum rate allowed by Florida law until repaid. Subject to the limits, limitations and provisions of Section 768.28, Florida Statutes, as may be amended, Licensee further agrees to hold SEOPW CRA harmless from, and to indemnify and defend the SEOPW CRA against, any and all claims, demands and expenses, including attorney's fees and costs, by reason of any claims of any contractor, subcontractor, materialman, laborer or any other third person with whom Licensee has contracted or otherwise is found liable for, in respect to the Properties. 8. SEOPW CRA ACCESS TO PROPERTIES. SEOPW CRA and its authorized representative(s) shall have access to the Properties at all times to: (a) inspect the Properties; (b) to perform any obligations of Licensee under this Agreement which Licensee has failed to cure within ten (10) days of receipt of written notice from the SEOPW CRA; and (c) confirm Licensee's compliance with the terms and provisions of this Agreement and all applicable laws, ordinances, rules and regulations. The SEOPW CRA shall not be liable for any loss, cost or damage to the Licensee by reason of the exercise by the SEOPW CRA of the right of entry described herein, unless caused by the SOPW CRA's gross negligence or willful misconduct. The making of periodic inspection or the failure to do so shall not operate to impose upon SEOPW CRA any liability of any kind whatsoever nor relieves the Licensee of any responsibility, obligations or liability under this Agreement. 9. LICENSEE COMPLIANCE WITH ALL ORDINANCES. The Licensee agrees to comply with all applicable code requirements and ordinances including the requirement to apply for any temporary use permits, building permits, certificates of use, or other permits and/or licenses. Licensee also agrees that any temporary improvements or modifications to the Properties, including those not requiring any permits, and including the installation of outdoor furniture, planters, umbrellas, lighting, etc. comply with all applicable codes and ordinances. 10. NO PERMANENT STRUCTURES OR ALTERATIONS. The Licensee agrees to not build any permanent alterations to the Properties nor construct any permanent structures on the Properties. Page 3 of 17 11. INSURANCE. The Licensee shall, at all times during the term hereof, maintain such insurance coverage as provided in Exhibit "B" attached hereto and incorporated herein. All such insurance, including renewals, shall be subject to the approval of the SEOPW CRA and the City of Miami (which approval shall not be unreasonably withheld) for adequacy of protection and evidence of such coverage shall be furnished to the SEOPW CRA on Certificates of Liability 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 Services under this Agreement without thirty (30) calendar days prior written notice (or in accordance to policy provisions) to the SEOPW CRA. Completed Certificates of Liability Insurance shall be filed with the SEOPW CRA, to the extent practicable, prior to the performance of Services hereunder, provided, however, that Provider shall at any time upon request by the SEOPW CRA file duplicate copies of the policies of such insurance with the SEOPW CRA. If, in the reasonable judgment of the SEOPW CRA, prevailing conditions warrant the provision by Licensee of additional liability insurance coverage or coverage which is different in kind, the SEOPW CRA reserves the right to require the provision by Licensee 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 Licensee fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the SEOPW CRA's written notice, this Agreement shall be considered terminated on the date the required change in policy coverage would otherwise take effect. Licensee shall require its contractors to comply with the insurance requirements pursuant to Exhibit B. 12. RISK OF LOSS. The SEOPW CRA and the City of Miami assume no responsibility whatsoever for any person or Properties that enters the premises or Properties resulting from, or in connection with, the Purpose of this Agreement. In consideration of the execution of this Agreement by the SEOPW CRA, the Licensee releases the SEOPW CRA and the City of Miami from all liability resulting from loss, injury, death, theft, damage or destruction to any persons or Properties which may occur in or about the premises or Properties regardless of the cause, including circumstances where it is alleged that the SEOPW CRA and the City of Miami, or their employees, agents, or contractors were negligent. Licensee does not agree to release the SEOPW CRA and the City of Miami from liability which is determined to be caused solely due to the intentional or willful misconduct of the SEOPW CRA and the City of Miami, or their respective employees or agents. 13. INDEMNIFICATION. Licensee shall indemnify, covenant not to sue, defend and hold harmless the SEOPW CRA, the City of Miami, and their officials, employees and agents (collectively referred to as "Indemnitees"), from and against all loss, costs, penalties, fines, damages, claims, expenses (including reasonable attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any The Properties arising out of, resulting from, or in connection with (i) the use of the Properties, whether caused directly or indirectly, in whole or in part (whether joint, Page 4 of 17 concurrent or contributing), by any act, omission, default, negligence (whether active or passive), recklessness or intentional wrongful misconduct of Licensee or any of users guests, invitees, employees, agents or subcontractors, or (ii) by the failure of Licensee to comply with any of the provisions herein, specifically Licensee's obligation to comply with all applicable statutes, ordinances or other regulations or requirements in connection with the use of the Properties. This indemnification shall survive the term of this agreement. 14. SAFETY. Licensee shall allow SEOPW CRA inspectors, agents or representatives the ability to monitor its compliance with safety precautions as required by federal, state or local laws, rules, regulations and ordinances. By performing these inspections, the SEOPW CRA, its agents, or representatives are not assuming any liability by virtue of these laws, rules, regulations and ordinances. Licensee shall have no recourse against the SEOPW CRA, its agents, or representatives from the occurrence, non-occurrence or result of such inspection(s). 15. NOTICES. All notices or other communications which may be given pursuant to this Agreement shall be in writing and shall be deemed properly served if delivered by personal service or by certified mail addressed to the SEOPW CRA and Licensee 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 certified mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier: To SEOPW CRA: To Licensee: James McQueen, Executive Director Southeast Overtown/Park West Community Redevelopment Agency 819 N.W. 2nd Avenue, 3rd Floor Miami, FL 33136 With copy to: Vincent T. Brown, Esq., Staff Counsel 819 N.W. 2nd Avenue, 3rd Floor Miami, FL 33136 Harlem Square, LLC Michael Gardner, Managing Member 3440 N.W. 7th Avenue Miami, Florida 33127 With copy to: Consuella Kancey, Managing Member 3440 N.W. 7th Avenue Miami, Florida 33127 Page 5 of17 16. ADVERTISING. Licensee shall not permit any signs or advertising matter to be placed either in the interior or upon the exterior of the Properties without having first obtained the approval of the SEOPW CRA's Executive Director or his designee, which approval may be withheld for any or no reason, at his sole discretion. 17. HAZARDOUS MATERIALS. Licensee hereby agrees that Licensee and Licensee's officers, directors, employees, representatives, agents, contractors, subcontractors, and any other users of the Properties (collectively referred to as "Licensee Representatives") shall not use, generate, manufacture, refine, produce, process, store or dispose of, on, under or about the Properties or transport to or from the Properties in the future for the purpose of generating, manufacturing, refining, producing, storing, handling, transferring, processing or transporting Hazardous Materials, except in compliance - with all applicable Hazardous — Materials Laws. Furthermore, Licensee shall, at its own expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals required for the storage or use by Licensee or any of Licensee's Representatives of any Hazardous Materials on the Properties, including without limitation, discharge of (appropriately treated) materials or wastes into or through any sanitary sewer serving the Properties. Each party hereto (for purposes of this Paragraph, "Notifying Party") shall immediately notify the other party (the "Notice Recipient") in writing of: (a) any enforcement, cleanup, removal or other governmental or regulatory action instituted, contemplated or threatened concerning the Properties pursuant to any Hazardous Materials Laws; (b) any claim made or threatened by any person against the Notifying Party or the Properties relating to damage contribution, cost recovery, compensation, loss or injury resulting from or claimed to result from any Hazardous Materials on or about the Properties; and (c) any reports made to any environmental agency arising out of or in connection with any Hazardous Materials in or removed from the Properties including any complaints, notices, warnings or asserted violations in connection therewith, all upon receipt by the Notifying Party of actual knowledge of any of the foregoing matters. Notifying Party shall also supply to Notice Recipient as promptly as possible, and in any event within five (5) business days after Notifying Party first receives or sends the same, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Properties or Licensee Representatives use thereof. Licensee shall indemnify, defend, protect, and hold the SEOPW CRA, employees, agents, attorneys, shareholders, officers, directors, trustees, successors and assigns (collectively, the SEOPW CRA together with all of such persons and entities are hereinafter referred to as the "Indemnified Parties"), free and harmless from and against any and all claims, actions, causes of action, liabilities, penalties, forfeitures, damages, losses or expenses (including, without limitation, attorneys' fees and costs through litigation and all appeals) or death of or injury to any person or damage to any the Properties whatsoever, arising from or caused in whole or in part, directly or indirectly by (a) any contamination resulting from any act or omission of Licensee or Licensee's Representatives (b) Licensee's failure to comply with any Hazardous Materials Laws with respect to the Properties, or (c) a breach of any covenant, warranty or representation of Licensee under this Paragraph. Licensee's obligations hereunder shall include, Page 6 of 17 without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary repair, cleanup or detoxification or decontamination of the Properties, and the preparation and implementation of any closure, remedial action or other required plans in connection therewith. For purposes of the indemnity provisions hereof, any acts or omissions of Licensee, or Licensee's Representatives (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Licensee. The foregoing indemnity shall survive the termination of this Agreement. Nothing in this Agreement, including, but not limited to, the provisions of Paragraph 7 entitled "Violations, Liens, and Security Interests," or this Paragraph 17 entitled "Hazardous Materials," shall require the Licensee to indemnify the Indemnitees from and against any loss, cost, claim, liability, damage, or expense (including reasonable attorneys' fees) relating to or arising out of: (i) the Indemnitees, its employees', or agents' negligence in the performance of this Agreement; and (ii) the Indemnitees', its employees', or agents' breach of any provision of this Agreement. Nothing contained herein shall obligate the Licensee to indemnify or in any way be liable to pay to any person or entity any amount which exceeds the amount(s) for which the Licensee could be held liable under the provisions of Section 768.28, Florida Statutes, as may be amended, and nothing herein shall be read as a waiver of the sovereign immunity beyond that provided in Section 768.28, Florida Statutes, nor will anything herein be read as increasing the liability of the Licensee to any person or entity beyond the limits of liability for which the Licensee could be held liable under Section 768.28, Florida Statutes. This revision reflects the fact that political subdivisions (like the Licensee) are prohibited by the state constitution from waiving sovereign immunity and is an attempt to harmonize the language of indemnity with state law. 18. LICENSES, AUTHORIZATIONS, AND PERMITS. Licensee shall obtain, or cause to be obtained, and maintain in full force and effect throughout the term of this Agreement, at its sole expense, all licenses, authorizations and permits that are necessary for Licensee to conduct the Permitted Use on the Properties. The Licensee shall be responsible for paying the cost of said applications and obtaining said licenses, authorizations and permits. 19. COMPLIANCE WITH ALL LAWS APPLICABLE. Licensee accepts this Agreement and hereby acknowledges that Licensee's strict compliance with all applicable federal, state and local laws, ordinances and regulations is a condition of this Agreement, and Licensee shall comply therewith as the same presently exist and as they may be amended hereafter. This Agreement shall be construed and enforced according to the laws of the State of Florida. 20. SURRENDER OF PROPERTIES. In the event of termination of this Agreement, Licensee shall peacefully surrender the Properties in good condition and repair, pursuant to Paragraph 6. Upon surrender, Licensee shall promptly remove any equipment, personal property, and furnishings from the Properties and Licensee shall repair any damage to the Properties caused thereby. Should Licensee fail to repair any damage caused to the Properties within thirty (30) days after receipt of written notice from SEOPW CRA directing the required repairs, SEOPW CRA shall cause the Properties to be repaired at the sole cost and expense of Page 7 of 17 Licensee. Licensee shall pay the SEOPW CRA the full cost of such repairs within thirty (30) days of receipt of an invoice indicating the cost of such required repairs, together with interest thereon, at the maximum rate allowed by Florida law until repaid. In the event Licensee fails to remove Licensee's equipment, personal property, and furnishings from the Properties within the time limit set by the notice, said Properties shall be deemed abandoned and thereupon shall become the sole personal property of the SEOPW CRA. The SEOPW CRA, at its sole discretion and without liability, may remove and/or dispose of same as SEOPW CRA sees fit, all at Licensee's sole cost and expense. 21. SEVERABILITY. It is the express intent of the parties that this Agreement constitutes a revocable license and not a lease. To further this intent, the parties agree as follows: (i) if any provision of this Agreement, or the application thereof to any circumstance, suggest that a lease, rather than a license, has been created, then such provision shall be interpreted in the light most favorable to the creation of a license; and (ii) if any provision of this Agreement, or the application thereof to any circumstance, is determined by a court of competent jurisdiction to have created a lease rather than a license, then such provision shall be stricken and, to the fullest extent possible, the remaining provisions of this Agreement shall not be affected thereby and shall continue to operate and remain in full force and effect. With regard to those provisions which do not affect the parties intent for this Agreement, should any provision, section, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida, such provision, section, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. 22. NONDELEGABILITY. Licensee cannot assign, sell, convey, pledge, encumber, dispose, or transfer its privilege and use granted unto it by this Agreement in whole or in part. Any assignment, sale, disposition, or transfer of this Agreement or any interest therein by Licensee shall result in the automatic termination of this Agreement without notice by the SEOPW CRA. 23. 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. 24. CONFLICT OF INTEREST. Licensee is aware of the conflict -of -interest laws of the City of Miami (Miami City Code Chapter 2, Article V), Miami -Dade County, Florida (Dade County Code, Section 2-11.1 et. seq.) and of the State of Florida as set forth in the Florida Statutes and agrees that it will fully comply in all respects with the terms of said laws and any future amendments thereto. Licensee covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial interests, direct or indirect, with the SEOPW CRA. Licensee further Page 8 of 17 covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be utilized in respect to services provided hereunder. Any such conflict of interest(s) on the part of Licensee, its employees or associated persons, or entities must be disclosed in writing to the SEOPW CRA. 25. WAIVER OF JURY TRIAL. The parties hereby knowingly, irrevocable, voluntarily and intentionally waive any right either may have to a trial by jury in respect of any action, proceeding or counterclaim based on this Agreement, or arising out of, under or in connection with this Agreement or any amendment or modification of this Agreement, or any other agreement executed by and between the parties in connection with this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a material inducement for the SEOPW CRA and Licensee entering into the subject transaction. 26. WAIVER. Any waiver by either party or any breach by either party of any one or more of the covenants, conditions or provisions of this Agreement shall not be construed to be a waiver of any subsequent or other breach of the same or any covenant, condition or provision of this Agreement, nor shall any failure on the part of the SEOPW CRA to require or exact full and complete compliance by Licensee with any of the covenants, conditions or provisions of this Agreement be construed as in any manner changing the terms hereof to prevent the SEOPW CRA from enforcing in full the provisions hereto, nor shall the terms of this Agreement be changed or altered in any manner whatsoever other than by written agreement of the SEOPW CRA and Licensee. 27. FURTHER ACTS. In addition to the acts and deeds recited herein and contemplated to be performed, executed and/or delivered by the parties, the parties each agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered any and all such further acts, deeds and assurances as may be necessary to consummate the transactions contemplated hereby. 28. THIRD PARTY BENEFICIARY. This Agreement is solely for the benefit of the parties hereto and no third party shall be entitled to claim or enforce any rights hereunder. 29. HEADINGS. Title and paragraph headings are for convenient reference and are not a part of this Agreement. 30. AUTHORITY. Each of the parties hereto acknowledges it is duly authorized to enter into this Agreement and that the signatories below are duly authorized to execute this Agreement in their respective behalf. 31. ENTIRE AGREEMENT. This instrument constitutes the sole and only agreement of the parties hereto relating to the License, and correctly set forth the rights, duties, and obligations of the parties. There are no collateral or oral agreements or understandings Page 9 of 17 between the SEOPW CRA and the Licensee 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. This Agreement is the result of negotiations between the parties and has been typed/printed by one party for the convenience of both parties, and the parties covenant that this Agreement shall not be construed in favor of or against either of the parties. [INTENTIONALLY LEFT BLANK] Page 10 of 17 Flcrida D t-maa of Statc. Division of Corporations IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized as of the day and year above written. "LICENSEE" Harlem Square LLC, a Florida Limited Liability Company By: caYtsus(h C..._.24z r-leca, i 4.202=.1!ED ) Print Name: Consueila Kancey Title: Manager STATE OF FLORIDA COUNTY OF MI A>'vII-DADE Print Name: Title: The forming instrume¢ was acknowledged before me this 1 ( day of ,\ , )1/\ , 2cElk by ( )Ylc (_' 1) NCI CPS Personally Known Y OR Produced Identification / Type of Identification Produced / //? /// (NOTARY SEAL) Karl Fletcher Notary Public State of Florida My Commission Expires 05/31/2025 C6nlmitsion No, NH 136084 NOT A ` PUBLIC — STATE OF FLORIDA Print Name: V..‘7r1 F!c*cher Commission No.: 1-1u i .90 5`t Commission Expires: {, .' l / Z Page 11 of 17 ATTEST: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuance to Section 163.356, Florida Statutes By: Ja s cQueen Clerk of the Board Executive Director APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Vincent T. Brown Esq. General Counsel APPROVED AS TO INSURANCE REQUIREMENTS: -frank Gow1ez By: Frank Gomez (Jun 14. 2024 12.44 EDT) Ann -Marie Sharpe, Director Division of Risk Management Page 12 of 17 Exhibit A SEOPW CRA "PROPERTIES" LEGAL DESCRIPTION: MIAMI NORTH SUB PB B-41 LOT 2 BLK 5 LOT SIZE 50.000 X 150 OR 17064-152 0196 3 Folio Number: 01-3137-031-0090 Address: 119 N.W. 11ti1 Street, Miami, Florida 33136 LEGAL DESCRIPTION: P W WHITES RE -SUB BLK 16 PB B-34 LOT 3 & E1/2 OF ALLEY LYG W & ADJ CLOSED PER ORD 13492 LOT SIZE 2875 SQ FT M/L Folio Number: 01-0101-060-1030 Address: 142 N.W. 11th Street, Miami, Florida 33136 Page 13 of 17 a s� Summary Report Folio 01-3137-031-0090 Property 119 NW 11 ST Address MIAMI, FL 33136 2715 Owner SOUTHEAST OVERTOWN,PARK W C R A Mailing 819 NW 2ND AVE 3RD FLOOR Address MIAMI, FL 33136 Primary Zone 6100 COMMERCIAL - NEIGHBORHOOD Primary Land 8080 VACANT GOVERNMENTAL : VACANT Use LAND - GOVERNMENTAL Beds/Baths 0/0/0 /Half Floors 0 Living Units 0 Actual Area 0 Sq_Ft Living Area 0 Sq.Ft Adjusted Area 0 Sq.Ft Lot Size 7,500 Sq.Ft Year Built 0 Year 2023 2022 2021 Land Value 3825,000 3750,000 3750,000 Building Value 50 $0 $0 Extra Feature Value $0 $0 $0 Markel Value $825,000 $750,000 $750,000 Assessed Value 3150,780 3137,073 $124,612 Benefit Type 2023 2022 2021 Non -Homestead Assessment $674,220 $612,927 $625,388 Cap Reduction Municipal Exemption $150,780 $137,073 $124,612 Note: Not ail benefits are applicable to ail Taxable Values (i.e. County, School Board, City, Regional). MIAMI NORTH SUB PB B-41 LOT2BLK5 LOT. SIZE 50.000 X 150 OR 17064-152 0196 3 Year COUNTY Exemption Value Taxable Value SCHOOL BOARD Exemption Value Taxable Value CITY Exemption Value Taxable Value REGIONAL Exemption Value Taxable Value Previous Sale Price Generated On: GE/1412024 A 02 2023 2022 2021 3150,780 $137,073 $124,612 SO S0 SO $325,000 3750,000 $750,000 $0 $0 50 $150,780 $137,073 $124,612 $0 $0 $0 3150,780 $137,073 $124,612 $0 $0 $0 OR Book- Qualiication Page Description The Office of the Property Appraiser is continualty editing and updating the tax roll_ This wet, may not reflect the most current information on record. The Property Appraiser and Miami -Dade County assumes no tiabdity, see full disclaimer and User Agreement at h'tp:iitiVww:iniatni ade.gdidinfoldiBeta*ner.aap Page 14 of 17 Owner Mailing Address Summary Report Folio 01-0101-060-1030 Property Address 142 NW 11 ST MIAMI, FL 33136-2727 SOUTHEAST OVERTOWN PK W COMMUNITY CRA 819 NW 2ND AVE 3R0 FLOOR MIAMI, FL 33136 Primary Zone 6106 RESIDENTIAL -LIBERAL RETAI Primary Land 1081 VACANT LAND - COMMERCIAL : Use VACANT LAND Beds 1 Baths /Half Floors 0 Living Units 0 Actual Area 0 Sq.Ft Living Area 0 Sq.Ft Adjusted Area 0 Sq.Ft Lot Size 2,875 Sq.Ft Year Built 0 0/0/0 Year Land Value Building Value Extra Feature Value Market Value Assessed Value Benefit Non -Homestead Cap Municipal Type Assessment Reduction Exemption 2023 2022 2021 S316,250 S287,500 5267.500 30 SO $0 $0 $0 SO S316.250 5287,500 5237,500 371.107 564,643 358,767 2G23 2022 2021 $245,143 $222,857 $228,733 S71,107 $64,643 $58,767 Note: Not all benefits are applicable to all Taxable Values (Le. County, School Board, City, Regional). P W WHITES RE -SUB BLK 16 PB 8-34 LOT 3 & E1/2 OF ALLEY LYG W & ADJ CLOSED PER ORD 13492 LOT SIZE 2875 SO FT M/L Year COUNTY Exemption Value Taxable Value SCHOOL BOARD Exemption Value Taxable Value CITY Exemption Value Taxable Value REGIONAL Exemption Value Taxable Value Previous Sale Price 06/01/2006 SO 07+01/2005 50 06101/1981 528,000 11/01/1979 S20,000 Generated On 0611412024 2023 2022 2021 $71.107 564,6643 $58,767 50 50 $0 5316,250 5287,500 $237,500 S0 S0 50 571,107 $64,643 $58,767 $0 $0 $0 371,107 $64.643 $53,767 $0 $0 $0 OR Book- qualification Description Page 24958- 2274 23552- 1638 11124- 2685 10584- 2139 Sales which are disqualified as a result of examination of the deed Sales which are disqualified as a result of examination of the deed Sales which are qualified Sales which are qualified The Office of the Property Appraiser is conttnuary editing and updating the tax roll. This weeiasite may not reflect The most current information an record. The Property Appraiser and Miami -Dade County assumes no 0ability, see full discaimer and User Agreement at hitp://www.rixamidarle.govanfoldisciaimerasp Page 15 of 17 Exhibit B INSURANCE REQUIREMENTS I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Endorsements Required $ 1,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 City of Miami & SEOPW CRA listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement City of Miami Building Department 444 S.W. 2nd Avenue Miami, FL 33130-0000 Southeast Overtown Park West Community Redevelopment Agency 819 N.W. 2nd Avenue, 3rd Floor Miami, FL 33136-0000 II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami & SEOPW CRA listed as an additional insured Page 16 of 17 III. Worker's Compensation Limits of Liability Statutory — State of Florida A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit Umbrella Liability Each Occurrence $1,000,000 Policy Aggregate $1,000,000 City and SEOPW CRA listed as additional insured. Coverage is excess over the general liability and auto policies. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance with policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Page 17 of 17 ACaRIJ CERTIFICATE OF LIABILITY INSURANCE 1.-------5/29/2024 DATE (MM/DDIYYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Ivoire Insurance Corp. 1652 NE 123rd Street North Miami FL 33181 NAMEACT Kone Abdoulaye (NC.N . Ext): 305-712-7020 (AIAXC, No): 305-200-0180 E-MAIL in@. ADDRESS: info@ivoireinsurance.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Scottsdale Insurance Company 41297 INSURED HARLEM SQUARE LLC 3440 NW 7TH AVE MIAMI FL 33127 INSURERS: Starstone National Insurance Company 25496 INSURER C INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTREFF TYPE OF INSURANCE NSD WV POLICY NUMBER MM/DDY/YYYY MMIDDY EXP LIMITS A V/ COMMERCIAL GENERAL LIABILITY V V CPS7959280 05/26/2024 05/26/2025 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE ‘1.00CUR PRS RENTED PREMISES ((occurrence) 100,000Ea $ MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L R AGGREGATE I OTHER:CY LIMIT APPLIES PER: ❑ E PRO- ❑ LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ EXCL $ AUTOMOBILE _ LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY — SCHEDULED AUTOS NON -OWNED AUTOS ONLY L�� I u ' COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ B V UMBRELLA LIAB EXCESS LIAB ✓ OCCUR CLAIMS -MADE u u 87068N242ALI 06/01/2024 06/01/2025 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A I L-I PER 1OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ 1 rD f 00 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) 49451 - VACANT LAND -OTHER THAN NOT -FOR -PROFIT LOCATION: 173 NW 11 STREET MIAMI, FL 33136 Coverage is afforded on a primary and noncontributory basis. CERTIFICATE HOLDER CANCELLATION Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Av 3rd Floor Miami, FL 33136 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACGRb CERTIFICATE OF LIABILITY INSURANCE �..------- DATE(MM/DD/YYYY) 5/29/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Ivoire Insurance Corp. 1652 NE 123rd Street North Miami FL 33181 CANT CT Kone Abdoulaye INC. Ext): 305-712-7020 FAX No): 305-200-0180 AD REss: info@ivoireinsurance.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Scottsdale Insurance Company 41297 INSURED HARLEM SQUARE LLC 3440 NW 7TH AVE MIAMI FL 33127 INSURER B : Starstone National Insurance Company 25496 INSURER C : INSURER 0 : INSURER E : INSURER F : ERTIFICATE NUMBER: • THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUER WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS V COMMERCIAL GENERAL LIABILITY Ltd ell -fMM/DD/YYYYLAMM/DD/YYYY)_ EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE 6/OCCUR DAMAGE TO RENTED PREMISES (Ea $ 100 000 A CPS7959280 05/26/2024 05/26/2025 occurrence) MED EXP (Any one person) , $ 5,000 PERSONAL 8 ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 R POLICY ❑ PRO- ❑ JECT LOC PRODUCTS - COMP/OP AGG $ EXCL OTHER: $ AUTOMOBILE LIABILITY I COMBINED SINGLE LIMIT (Ea accident) $ - - ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS ONLY - NON -OWNED AUTOS ONLY PROPERTY DAMAGE (Per accident) $ - UMBRELLALIAB 6V OCCUR uLI EACH OCCURRENCE $ 1,000,000 B V EXCESS LIAB - CLAIMS -MADE 87068N242ALI 06/01/2024 06/01/2025 AGGREGATE $ 1,000,000 DED RETENTION $ $ WORKERS COMPENSATIONLi AND AND EMPLOYERS' LIABILITY Y / N STATUTE I OTH- I I _ LJ OFFICER/MEMBEREXCLUDED? N/A E.L. EACH ACCIDENT $ (Mandatory in NH) If describe under E.L. DISEASE - EA EMPLOYEE $ yes, DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ uu 00 m - DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) 49451 - VACANT LAND -OTHER THAN NOT -FOR -PROFIT LOCATION: 173 NW 11 STREET MIAMI, FL 33136 Coverage is afforded on a primary and noncontributory basis. CANCELLATION CITY OF MIAMI 444 SW 2ND AVE MIAMI FL 331302 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD HARLEM SQUARE F June 7, 2024 James McQueen Executive Director Southeast Overtown/Park West Community Redevelopment Agency 819 N.W. 2nd Avenue, 3rd Floor Miami, Florida 33136 RE: Grant Agreement and Insurance Coverage Mr. McQueen: This correspondence serves to advise you that Harlem Square, LLC does not employ four (4) or more individuals, and in turn, is not required to obtain workers' compensation coverage. Additionally, the Corporation does not maintain automobile insurance coverage given that the Corporation neither owns an automobile, nor utilizes automobiles that are hired, borrowed, or otherwise non -owned. Should you have any questions or require additional information, please feel free to contact my office. Sincerely, Michael Gardner 3440 NW 7th Avenue I Miami FL 33127