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HomeMy WebLinkAbout23748AGREEMENT INFORMATION AGREEMENT NUMBER 23748 NAME/TYPE OF AGREEMENT SEOPW CRA & COMMUNITY AWARENESS CONSTRUCTION SERVICES, LLC DESCRIPTION COMPLIANCE MONITORING AGREEMENT/COMPLIANCE WITH THE LABORER PARTICIPATION REQUIREMENT EFFECTIVE DATE August 1, 2021 ATTESTED BY TODD B. HANNON ATTESTED DATE 1/7/2022 DATE RECEIVED FROM ISSUING DEPT. 1/13/2022 NOTE v' a31 44 COMPLIANCE MONITORING CONTRACT THIS COMPLIANCE MONITORING CONTRACT, (the "Agreement"), is entered into as of the 1st day of August, 2021 ("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, (the "SEOPW CRA"), and COMMUNITY AWARENESS CONSTRUCTION SERVICES, LLC, a Florida Limited Liability Company ("Provider"). RECITALS A. WHEREAS, the SEOPW CRA was formed for the purpose of removing slum and blight in the Southeast Overtown/Park West Redevelopment Area ("Redevelopment Area") and is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2018 Southeast Overtown/Park West Community Updated Redevelopment Plan, as amended and restated ("Updated Plan"); and B. WHEREAS, the SEOPW CRA and Developer entered into a Restrictive Covenant dated September 2, 2020 and recorded on September 11, 2020 in the Official Records Book 32095 at Page 3457 of the Public Records of Miami -Dade County, Florida (the "Covenant") for the Project, as defined in the Covenant; and C. WHEREAS, pursuant to the Covenant, the SEOPW CRA shall select and retain, prior to the issuance of any construction permits for the Project, a firm to perform the Services, as herein after defined, with respect to the compliance with the Covenant, and D. WHEREAS, Provider wishes to perform the Services and the SEOPW CRA desires to engage Provider to perform the services on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Provider, and the SEOPW CRA agree as follows: TERMS 1. RECITALS. The Recitals to this Agreement are true and correct and are hereby incorporated into and made a part of this Agreement. 2. DEFINED TERMS. Any defined terms utilized in this Agreement but not defined in this Agreement shall have the meaning ascribed to said term in the Covenant. 3. TERM AND COMMENCEMENT DATE. The term of this Agreement shall commence on the Effective Date and shall continue until thirty (30) days after Completion of the Project. #150034955_v2 Page 1 of 16 ID 4. SCOPE OF SERVICES. Provider shall monitor compliance of the Developer, General Contractor and Contractors with respect to the following terms and provisions of the Covenant and provide the SEOPW CRA detail reports with respect to compliance (the "Services"): a. Compliance with the Laborer Participation Requirement of Section 7.2.1 of the Covenant. b. Compliance with the Skilled Labor Participation Requirement of Section 7.2.2 of the Covenant. c. Compliance with the Subcontractor Participation Requirement of Section 7.2.3 of the Covenant. d. Compliance with the minimum hourly wage rates required by the Davis Bacon Act Wage Determination, Miami -Dade County, Florida, General Decision Number: FL20210215 dated 1/1/2021 with respect to all employees working on construction of the Project (the "Davis Bacon Wage. Requirement"). All references in the Covenant to Minimum Hourly Rate shall be deemed references to Davis Bacon Wage Requirement. e. Compliance with Construction Wage Notice Requirements of Section 7.2(iii) except all references shall be deemed references to the Davis Bacon Wage Requirement. f. Compliance with Section 7.4 of the Covenant except with respect to Contractors performing plumbing services required payment is the Davis Bacon Wage Requirement or the Responsible Wage in accordance with the Schedule as of April 17, 2021, whichever is higher; and with respect to Contractors performing electrical services required payment is Davis Bacon Wage Requirement or the Responsible Wage according to the Schedule, as adjusted annually, whichever is higher. g• Covenant. Compliance with the reporting requirements of Section 7.5.1 of the h. Determination of whether penalties would apply pursuant to Sections 7.5.2, 7.5.3 and 7.5.4 of the Covenant and the calculation of such penalties, if applicable. i. Determination of whether penalties failure to comply with Sections 7.6 and 7.7 of the Covenant and the calculation of such penalties, if applicable. Covenant. J. Compliance with the notice requirements of Section 7.8 of the Covenant. k. Compliance with the job fair requirements of Section 7.10.1 of the 5. QUALIFICATIONS. Provider represents and warrants to the SEOPW CRA that: (i) it, along with the other members of its team, possesses all qualifications, licenses, and expertise required for the performance of the Services required by this Agreement; (ii) it is not delinquent #150034955_v2 Page 2 of 16 in the payment of any sums due to the SEOPW CRA or the City of Miami, including payment of permit fees, occupational licenses, etc., nor in default in the performance of any obligations to the SEOPW CRA or the City of Miami; and (iii) all personnel assigned to perform are, and shall be, at all times during the term hereof, fully qualified, licensed, and trained to perform the tasks assigned to each. 6. COMPENSATION. a. Provider's Fee. Pursuant to the Covenant, in consideration for performing the Services the SEOPW CRA agrees to pay to Provider Fifteen Thousand and No/100 Dollars ($15,000.00) per month commencing August 1, 2021 and the first day of each month thereafter until thirty (30) days after Completion of the Project. b. Invoices and Deliverables. Provider shall send a monthly invoice to the SEOPW CRA, which shall be accompanied by a progress report reflecting the status of compliance with the terms of the Covenant in such form as the SEOPW CRA may reasonably require. Failure to provide reports and supporting documentation as requested by the SEOPW CRA shall result in funds being withheld until Provider has complied with this provision. c. Method of Payment. All payments to Provider by the SEOPW CRA shall be made within thirty (30) days after receipt of Provider's invoice. 5. MICRO/SBE CERTIFICATION. Provider represents and warrants to the SEOPW CRA that it is certified as a Miami -Dade County Micro/Small Business Enterprise (MICRO/SBE) in accordance with section 2-8.1.1.1.1 of the code of Miami -Dade County ("MICRO/SBE certification"). Provider hereby agrees to maintain this certification for the term of this Agreement. Provider further agrees to annually certify to the SEOPW CRA that its MICRO/SBE certification is current and include supporting documentation regarding the same. If Miami -Dade County decertifies Provider during the term of this Agreement, Provider shall immediately notify the SEOPW CRA in writing. The SEOPW CRA reserves the right to terminate this Agreement if Provider fails to maintain its MICRO/SBE certification. 6. AUDIT RIGHTS. The SEOPW CRA may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the SEOPW CRA to Provider under this Agreement, audit or cause to be audited, those books and records of Provider which are related to Provider's performance under this Agreement. Provider agrees to maintain all such books and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement. 7. AWARD OF AGREEMENT. Provider represents and warrants to the SEOPW CRA that it has not employed or retained any person or company 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 any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. Page 3 of 16 #150034955_v2 • 8. OWNERSHIP OF DOCUMENTS. Provider understands and agrees that any rendering, information, document, report, or any other material whatsoever which is given by the SEOPW CRA to Provider or which is otherwise obtained or prepared by Provider pursuant to or under the terms of this Agreement, is and shall at all times remain the property of the SEOPW CRA. Provider agrees not to use any such rendering, information, document, report, or material for any other purpose whatsoever without the written consent of the SEOPW CRA, which may be withheld or conditioned by the SEOPW CRA in its sole discretion. Upon termination of this Agreement for any reason whatsoever, Provider shall promptly return to the SEOPW CRA originals or copies of any and all records, files, notes, contracts, renderings, memoranda, reports, work product and similar items, and any manuals, drawings, sketches, plans, tape recordings, computer programs, disks, flash drives, and other physical representations of any information relating to the performance of the Services, provided however that Provider shall have no obligation to return or destroy any such information that may be contained on its disaster recovery backups or that is otherwise not readily accessible. 9. PUBLIC RECORDS. a. Provider understands that the public shall have access, at all reasonable times, to all documents and information pertaining to the SEOPW CRA contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the SEOPW CRA and the public to all documents subject to disclosure under applicable law. The Provider's failure or refusal to comply with the provisions of this section shall result in the immediate termination of this Agreement by the SEOPW CRA. b. Provider shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the SEOPW CRA to perform this service; (2) provide the public with access to public records on the same terms and conditions as the SEOPW CRA would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet all requirements for retaining public records and transfer, at no cost to the SEOPW CRA, all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and, (5) provide all electronically stored public records that must be provided to the SEOPW CRA in a format compatible with the SEOPW CRA's information technology systems. Notwithstanding the foregoing, Provider shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. c. Should Provider determine to dispute any public access provision required by Florida Statutes, then Provider shall do so at its own expense and at no cost to the SEOPW CRA. IF THE PROVIDER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE PROVIDER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 305-679-6800, smanrique(a,miamigov.com, and 819 NW 2°d Avenue, 3rd Floor, Miami, Florida 33136. Page 4 of 16 #150034955_v2 10. COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS. Provider understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. The SEOPW CRA and Provider agree to comply with and observe all applicable federal, state and local laws, rules, regulations, codes, and ordinances, as may be amended from time to time. 11. SPECIFIC PERFORMANCE. In the event of breach of this Agreement by SEOPW CRA, Provider may only seek specific performance of this Agreement and any recovery shall be limited to the amount set forth in Sections 6(a) of this Agreement. In no event shall SEOPW CRA be liable to Provider for any additional compensation, other than that provided for herein, or for any consequential or incidental damages, or attorney's fees. 12. LIMITATION OF LIABILITY. No officer, employee, agent, or principal, whether disclosed or undisclosed, of the SEOPW CRA shall have any personal liability with respect to any of the provisions of this Agreement. Any liability of the SEOPW CRA under this Agreement shall be subject to the limitations imposed by Section 768.28, Florida Statutes. 13. INDEMNIFICATION. Provider shall indemnify, defend, and hold harmless the SEOPW CRA, and the City of Miami, its officials, employees, and agents (collectively referred to as "Indemnities") from and against any and all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees), causes of action, or liabilities (collectively referred to as "Liabilities") arising out of, resulting from, or in connection with: (i) the performance or non- performance contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default, or negligence (whether active or passive) of Provider or its employees, agents, or subcontractors (collectively referred to as "Provider"); (ii) the failure of Provider to comply with any of the paragraphs herein; (iii) the failure of Provider to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement; or (iv) the defense of any such claim or in the investigation thereof. Provider expressly agrees to indemnify and hold harmless the Indemnities, or any of them, from and against all Liabilities which may be asserted by an employee or former employee of Provider, or any of its subcontractors, as provided above, for which Provider's liability to such employee or former employee would otherwise be limited to payment under state Workers' Compensation or similar laws. 14. INSURANCE. The Provider shall, at all times during the term hereof, maintain such insurance coverage as provided in Exhibit "A" 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 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 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 this Agreement, provided, however, that Provider shall at any time upon Page 5 of 16 #150034955_v2 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 Provider of additional liability insurance coverage or coverage which is different in kind, the SEOPW CRA reserves the right to require the provision by Provider 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 Provider 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. Upon such termination, the SEOPW CRA shall pay Provider compensation for services rendered, and expenses incurred, prior to the date of termination but shall not be liable to Provider for any additional compensation, or for any consequential or incidental damages. 15. DEFAULT. If Provider fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then Provider shall be in default. Upon the occurrence of a default hereunder, the SEOPW CRA, in addition to all remedies available to it by law, may immediately, upon written notice to the Provider, terminate this Agreement whereupon all payments, or other compensation paid by the SEOPW CRA to the Provider while Provider was in default shall be immediately returned to the SEOPW CRA. Provider understands and agrees that termination of this Agreement under this section shall not release Provider from any obligation accruing prior to the effective date of termination. Should Provider be unable or unwilling to commence to perform under this Agreement within the time provided or contemplated herein, then, in addition to the foregoing, Provider shall be liable to SEOPW CRA for all expenses incurred by the SEOPW CRA in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the SEOPW CRA in the re -procurement, including consequential and incidental damages. 16. DISPUTES. Provider understands and agrees that all disputes between the Provider and the SEOPW CRA based upon an alleged violation of the terms of this Agreement by the SEOPW CRA shall be submitted to the SEOPW CRA's Executive Director for resolution, prior to Provider being entitled to seek judicial relief in connection therewith. In the event the dispute involves the expenditure of funds in excess of Four Thousand, Five Hundred Dollars and No Cents ($4,500.00), the decision of the SEOPW CRA's Executive Director shall be approved or disapproved by the SEOPW CRA's Board of Commissioners. Provider shall not be entitled to seek judicial relief unless: (i) it has first received the SEOPW CRA's Executive Director's written decision, approved by the SEOPW CRA's Board of Commissioners if the amount of compensation hereunder exceeds $4,500.00; or (ii) a period of sixty (60) days has expired, after Provider's submission of a detailed statement of the dispute, accompanied by all supporting documentation, to the SEOPW CRA's Executive Director (ninety (90) days if the SEOPW CRA's Executive Director's decision is subject to the SEOPW CRA's Boards' approval); or (iii) the SEOPW CRA's Board of Commissioners has waived compliance with the procedure set forth in this section by formal resolution of the Board of Commissioners. Page6of16 #150034955_v2 17. CRA'S TERMINATION RIGHTS. a. The SEOPW CRA shall have the right to terminate this Agreement, in its sole discretion, at any time, by giving written notice to Provider at least five (5) calendar days prior to the effective date of such termination. In such event, the SEOPW CRA shall pay to Provider compensation for services rendered and expenses incurred prior to the effective date of termination. Such payment shall be determined on the basis of the hours or the percentage of the total work performed by Provider up to the time of termination certified in accordance with the provisions of this Agreement. In the event partial payment has been made for professional services not performed, Provider shall return such sums to the SEOPW CRA within ten (10) days after receipt of written notice that said sums are due. In no event, shall the SEOPW CRA be liable to Provider for any additional compensation, other than that provided herein, nor for any consequential or incidental damages. b. The SEOPW CRA may terminate this Agreement, without notice to Provider, upon the occurrence of an event of default hereunder. In such event, the SEOPW CRA shall not be obligated to pay any amounts to Provider and Provider shall reimburse to the SEOPW CRA all amounts received while Provider was in default under this Agreement. 18. FORUM. In case of any controversy or dispute arising out of this Agreement, all parties agree and accept to be subject to the jurisdiction and competence of the Administrative Authorities and Courts in Miami -Dade County Florida as the exclusive forum for such controversy or disputes forsaking any other jurisdiction which either party may otherwise be entitled to claim. 19. NON-DISCRIMINATION. Provider represents and warrants to the SEOPW CRA that Provider does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Provider's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status, or national origin. Provider further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status, or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 20. CONFLICT OF INTEREST. a. Provider is aware of the conflict of interest laws of the City of Miami (Miami City Code Chapter 2, Article V), Miami -Dade County, Florida (Miami -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. b. Provider 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. Provider further 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 Page 7 of 16 #150034955_v2 Provider, its employees or associated persons, or entities must be disclosed in writing to the SEOPW CRA. c. Provider shall decline proffered employment by another client(s) if the exercise of Provider's independent professional judgment on behalf of the SEOPW CRA, on any matter directly related to this Agreement, will be or is likely to be adversely affected by the acceptance of such proffered employment; provided, however, that Provider may represent a client(s) with an interest adverse to the SEOPW CRA if the subject matter of such representation is not related to this Agreement and if the SEOPW CRA waives any conflict or alleged conflict with respect to such representation. Should Provider request the SEOPW CRA's waiver of any conflict of interest, Provider shall provide the SEOPW CRA, in writing, all information pertaining to such potential conflict for the SEOPW CRA's evaluation. d. Provider shall not delegate the substantive obligations to be undertaken hereunder to any person or entity who exercises any functions or responsibilities on his/her personal behalf or on behalf of any other client(s) if the subject matter of such representation is related to services and if such representation will or is likely to compete with the interests of the SEOPW CRA, or adversely affect the interests of the SEOPW CRA and the obligations undertaken by Provider hereunder. 21. ASSIGNMENT. This Agreement shall not be assigned by Provider, in whole or in part, without the prior written consent of the SEOPW CRA, which may be withheld or conditioned, in the SEOPW CRA's sole discretion. 22. NOTICES. All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. To Provider: Community Awareness Construction Services, LLC 1074 NW 3rd Avenue Miami, FL 33136 Email: lolacapers@gmail.com Attn: Lola Daniels, Manager To SEOPW CRA: Southeast Overtown/Park West Community Redevelopment Agency 819 N.W. 2nd Avenue, 3rd Floor Miami, FL 33136 Attn: Cornelius Shiver, Executive Director Email: cshiver@miamigov.com With copy to: Anna -Bo Emmanuel, Esq., Chief Legal Counsel Email: aemmanuel@miamigov.com Page 8 of 16 #150034955_v2 23. CHOICE OF LAW. This Agreement shall be construed and enforced according to the laws of the State of Florida. 24. CAPTIONS. The captions or headings of the Sections and other subdivisions hereof are inserted only as a matter of convenience or for reference and shall have no effect on the meaning of the provisions hereof. 25. 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. 26. SEVERABILITY. Should any provision, 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 or the City of Miami, such provision, 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. 27. CONSTRUCTION. 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. 28. THIRD -PARTY BENEFICIARY. No provision of this Agreement shall, in any way, inure to the benefit of any third parties so as to make any 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. 29. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. Provider agrees that it shall not retain the services of subcontractors without obtaining written approval of the SEOPW CRA, which may be withheld in the SEOPW CRA's sole discretion. Notwithstanding the SEOPW CRA's approval rights hereunder, Provider acknowledges and covenants that it shall be responsible for all services performed by its subcontractors to the same extent as if Provider had provided said services. 30. INDEPENDENT CONTRACTOR. Provider has been procured and is being engaged to provide services to the SEOPW CRA as an independent contractor, and not as an agent or employee of the SEOPW CRA. Accordingly, the SEOPW CRA shall not attain, nor be entitled to, any rights, or benefits under the Civil Service or Pension Ordinances of the City of Miami, nor any rights generally afforded its classified or unclassified employees. Provider further understands that Florida Workers' Compensation benefits available to employees of the SEOPW CRA are not Page 9 of 16 #150034955_v2 available to Provider, and agrees to provide workers' compensation insurance for any employee or agent of Provider rendering Services to the SEOPW CRA under this Agreement. 31. REPRESENTATIONS. Provider represents and warrants that the SEOPW CRA that Provider has reviewed the Covenants, a copy of which is attached as Exhibit "B" and Provider represents to the SEOPW CRA that it understands the requirements of the Covenant which Provider is monitoring as part of the Services. 32. MERGER. This Agreement and its attachments constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 33. AMENDMENT AND RESCISSION. This Agreement shall not be modified or rescinded except by written instrument setting forth such modification or rescission signed by all parties hereto. 34. FORCE MAJEURE. a. "Force Majeure" shall mean an act of God, epidemic, lighting, earthquake, fire, explosion, hurricane, flood or similar occurrence, strike, an act of public enemy, or blockade, insurrection, riot, civil disturbance, or similar occurrence, which has a material effect adverse impact on the performance of this Agreement, and which cannot be avoided despite the exercise of due diligence. The term "Force Majeure" DOES NOT INCLUDE inclement weather (except as noted above) or the acts or omissions of subconsultants/subcontractors, third -party consultants/contractors materialmen, suppliers, or their subcontractors, unless such acts or omissions are otherwise encompassed by the definition set forth above. b. No party hereto shall be liable for its failure to carry out its obligations under the Agreement during a period when such party is rendered unable, in whole or in part, by Force Majeure to carry out such obligations, but the obligation of the party or parties relying on such Force Majeure shall be suspended only during the continuance of any inability so caused and for no longer period of said unexpected or uncontrollable event, and such cause shall, so far as possible, be remedied with all reasonable dispatch. c. It is further agreed and stipulated that the right of any party hereto to excuse its failure to perform by reason of Force Majeure shall be conditioned upon such party giving, to the other party or parties, written notice of its assertion that a Force Majeure delay has occurred as soon as practicable after the occurrence but not later than ten (10) working days after the occurrence, unless there exists good cause for failure to give such notice, in which event, failure to give such notice shall not prejudice any parry's right to justify any non-performance as caused by Force Majeure unless the failure to give timely notice causes material prejudice to the other party or parties. Page 10 of 16 #150034955_v2 35. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. 36. 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. [SIGNATURES APPEAR ON THE FOLLOWING PAGES] Page 11 of 16 #150034955_v2 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. WITNESSES: COMMUNITY AWARENES S CONSTRUCTION SERVICES, LLC a Florida limited liability company ("Provider") �w�By: Ketsia Marc lus Aug 20, 202108:31 EDT) By; toddcape0210 Print: Ketsia Marcellus By: Trevon Rowell (Aug 20, 202108:57 EDT) Print: Trevon Rowell #150034955_v2 Lola Daniels, its Manager Page 12 of 16 ATTEST: 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 ("CRA") By: odd B. Hanrin Cornelius Shiver Clerk of the Board Executive Director APPROVED AS TO FORM AND LEGAL SUFFICIENCY: 9 APPROVED AS TO INSURANCE REQUIREMENTS: By: Anna -Bo Emmanuel (Aug 30, 2021 13:24 EDT) By: Fran l(GoFnez (Aug 30, 2021 13:21 EDT) Anna -Bo Emmanuel, Esq. Anne Marie Sharpe Chief Legal Counsel Risk Management Page 13 of 16 #150034955_v2 JOINDER The undersigned joins into this Compliance Monitoring Contract pursuant to the requirements of Section 7.9 of the Covenant. The undersigned agrees to pay to the SEOPW CRA Forty Thousand Five Hundred and no/100 Dollars ($45,000.00) quarterly until thirty (30) days after Completion. The SEOPW CRA shall utilize such funds to pay Provider pursuant to the Compliance Monitoring Contract. The undersigned shall pay to the SEOPW CRA Forty -Five Thousand Five Hundred and no/100 Dollars ($45,000.00) upon the execution of this Joinder and quarterly thereafter commencing November 1, 2021 until thirty (30) days after Completion. Block 55 Owner, LLC, a Florida limited liability company By: SG Manager, LLC, a Florida limited liability company By: ,A/""- k "�- T).,o-o Page 14 of 16 #150034955_v2 EXHIBIT "A" Insurance Requirements #150034955_v2 Exhibit "C" Insurance requirement I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami & SEOPW CRA listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement a. City of Miami 444 SW 2nd Avenue Miami, Florida 33130 Attn: Risk Management b. Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Avenue, 3rd Floor Miami, Florida 33136 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 and SEOPW CRA listed as an additional insured a. City of Miami 444 SW 2nd Avenue Miami, Florida 33130 Attn: Risk Management b. Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Avenue, 3rd Floor Miami, Florida 33136 III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability 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 IV. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim $1,000,000 General Aggregate Limit $1,000,000 Retro Date Included V. Network Security and Privacy Injury (Cyber Liability) If Applicable Each Claim $1,000,000 Policy Aggregate $1,000,000 Retro Date Included Consultant agrees to maintain professional liability/Errors & Omissions coverage, along with Network Security and Privacy Injury (Cyber) coverage, if applicable, for a minimum of 1 year after termination of the contract period subject to continued availability of commercially reasonable terms and conditions of such coverage. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to 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. EXHIBIT "B" Copy of Covenant Block 55 Owner. LLC ,Block 55 Residential, LP 2901 Florida Avenue, Suite 806 Coconut Grove, Florida 33133 Attention: Michael Swerdlow The Bank ©fNew York Mellon Trust Company, N.A. 4655 Salisbury Road, Suite 300 Jacksonville, Florida 32256 Attention: Corporate Trust Department Sawyer's Landing Community Development District c/o Governmental Manageinent Services — SF, LLC, 5385 N. Nob Hill Road Sunrise, FL 33351 Attention: Rich Hans Re: Block 55 Restrictive Covenant dated as of September 2, 2020 by and between Block 55 Owner, LLC, a Florida limited liability company ("Developer"), and Southeast Overtown/Park West Community Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA") recorded in Official Records Book 32095, Page 3457 of the public records of Miami -Dade County, Florida (the "Covenant") Ladies and Gentlemen: Pursuant to Section 30 of the Block 55 Restrictive Covenant, the CRA certifies to Developer, Block 55 Residential, LP, The. Bank of NeW York Trust Company, N.A. and Sawyer's Landing Community Development District as follows: (a) the Covenant is in full force and effect and has not been modified, supplemented or amended; (b). the CRA has issued no written notice of any default(s) by Developer under the Covenant that remain uncured; and (c) the CRA knows of no event which, with the giving of notice or passage of tune, or both, would constitute a default by Developer under the Covenant. Very truly yours, Approved for legalsufficiency By: William R. Bloom, Esq. By: Holland & Knight LLP Name: Special Counsel to CRA Title: SOUTHEAST OVERTOWN/PA `} EST COMMUNI REDEVE !J P +T AGENCY 31 41