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HomeMy WebLinkAboutCRA-R-13-0033 Back-Up Documents-SUBTHIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. COMMUNITY BENEFITS AGREEMENT This COMMUNITY BENEFITS AGREEMENT ("Agreement") is made as of this day of , 2013 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"), the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("OMNI CRA"), (collectively referred to as the "CRAs") and TOWNSEND ENTERTAINMENT CORPORATION ("Townsend"). RECITALS A. The CRAs are responsible for carrying out community redevelopment activities and projects within their respective Redevelopment Areas in accordance with their approved Redevelopment Plans. B. The creation and promotion of employment opportunities within the community are a stated redevelopment goals and objectives of the 2009 Southeast Overtown/Park West Redevelopment Plan and the 2009 Omni Redevelopment Plan. C. The Board of Commissioners of the SEOPW CRA, by Resolution No. CRA-R-12-0068, passed and adopted on September 24, 2012, authorized a grant, in an amount not to exceed $200,000 to the University of Miami to conduct film -related job training in furtherance of the SEOPW CRA's stated redevelopment goal. D. The Board of Commissioners of the Omni CRA, by Resolution No. CRA-R-12-0070, passed and adopted on October 25, 2012, authorized a grant, in an amount not to exceed $200,000, to the University of Miami to conduct film -related job training in furtherance of the OMNI CRA's stated redevelopment goal. E. The CRAs and the University of Miami entered into an agreement providing for the use of the grant monies. F. Townsend is a private third party film production company working with the University of Miami to assist in facilitating the film -related job training, as well as overseeing a local movie production, with the working title "Playin' for Love" ("Film"), through which the job training is occurring. G. The parties acknowledge that the Film may potentially yield significant revenues from showings, presentations, and/or distribution of the movie. H. The parties acknowledge that funding for the production of the Film has come from private and public sources, including the CRAs. I. Townsend has also expressed an interest in contributing towards the CRAs' redevelopment efforts. J. Townsend, and the CRAs wish to enter into this Agreement to set forth the terms and conditions relating to any potential profits resulting from the showing, and distribution of the Film, and Townsend's contribution to the CRAs' redevelopment efforts. 366175 1 — 0003 -- `�GI�vt p cLA.r-►-ei -- ScA THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. NOW, THEREFORE, in consideration of the mutual promises of the parties contained herein and other good and valuable consideration, receipt of which is hereby acknowledged, the SEOPW CRA, the OMNI CRA, and Townsend agree as follows: 1. The Recitals to this Agreement are true and correct, and are incorporated herein by reference and made a part hereof. 2. In consideration for the funding contributed by the CRAs to the film -related job training program, Townsend agrees that all gross revenues the Film generates, over the amount of Two Million Three Hundred Thousand Dollars ($2,300,000.00), shall be equally remitted to the CRAs in full until the remittance totals One Hundred and Ninety Thousand Dollars ($190,000.00), respectively. Townsend acknowledges that the remittance is considered a community benefit in furtherance of the CRAs' redevelopment efforts. Each CRA may elect to receive this community benefit in the form of a monetary remittance, in -kind services, or a combination thereof. In -kind services shall consist of the following: a. The provision of training and master class workshops in connection to the SEOPW's CRA Film Life Institute. b. Strategic brand marketing of the CRAs' redevelopment areas. c. The provision of technical assistance and consultation to the CRAs in connection with film -related programs, activities, or projects. 3. Townsend agrees to, at its own expense, apply and enter the Film in the 2013 American Black Film Festival as a local film entry. Additionally, Townsend agrees to credit Jeff Friday of Film Life, Inc. as an Executive Producer of the Film. 4. TERM. The term of this Agreement shall commence on the date first written above and shall be in effect until September 30, 2020. 5. RECORDS AND REPORTS/AUDITS AND EVALUATION. (a) RECORDS MAINTENANCE. Townsend understands and acknowledges that the CRA must meet certain record keeping and reporting requirements with regard to the CRAs. In order to enable the CRAs to comply with its record keeping and reporting requirements, Townsend agrees to provide the CRAs with a complete copy of Townsend's records pertaining to the use of the CRAs' funding. (b) PRODUCTION COSTS. Upon completion of the Film, Townsend agrees to provide CRAs final production costs for the Film. The parties agree that the final production costs provided by Townsend shall be reviewed by the CRAs, and if approved, shall become, by addendum, an exhibit to this Agreement. (c) AUDIT RIGHTS. The CRAs shall have the right to conduct audits of Townsend's records pertaining to the use of the CRAs' funds, and to ensure the compliance with the terms of this Agreement. Townsend agrees to cooperate with the CRA in the performance of these activities. Such audits shall take place at a mutually agreeable date and time, and shall only be permitted to occur during the term of this Agreement. Townsend also agrees to maintain all financial records related to proceeds/profits generated by the Film, and allow the CRAs to access same for purposes of ensuring that the CRAs are receiving proper remittance in accordance with Section 2 above. 2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 6. AUTHORITY. Townsend affirms that 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 Townsend, 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 Townsend is a party; or (iii) contravenes or results in any breach of, or default under any other agreement to which the Townsend is a party, or results in the creation of any lien or encumbrances upon any property of the Townsend. 7. NON-DISCRIMINATION. Townsend, 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, Townsend 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. 8. MARKETING. (a) PUBLICATION. Townsend agrees to produce, publish, advertise, disclose, or exhibit the CRAs' name and/or logo, in acknowledgment of the CRAs' contribution to the Project, in the Film, as well as any forms of media and communications over which Townsend retains rights and control for the purpose of publication, promotion, illustration, advertising, trade or any other lawful purpose. Said acknowledgment by Townsend, as contemplated by this provision, shall consist of the following acknowledgment: "This film was funded in part by grants from the Southeast Overtown/Park West and Omni Redevelopment District Community Redevelopment Agencies, and through the generous support of the City of Miami." Additionally, Townsend agrees to provide production credit to the CRAs by designation of same at the end of the Film. (b) APPROVAL. The CRAs shall have the right to approve all acknowledgements described in Section 8(a) above, which approval shall not be unreasonably withheld. (c) LIMITED USE. Townsend further agrees that the CRAs' 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 Townsend's use of the CRAs' name • and logo,confers or may be construed as conferring upon Townsend any right, title, or interest whatsoever in the CRAs' name and logo beyond the right granted in this Agreement. 10. LIABILITY OF THE CRAs. No officer, employee, agent, or principal, whether disclosed or undisclosed, of the CRAs shall have any personal liability with respect to any of the provisions of this Agreement. Any liability of the CRAs under this Agreement shall be subject to the limitations imposed by Section 768.28, Florida Statutes. 11. INDEMNIFICATION OF THE CRA. Townsend agrees to protect, defend, indemnify and hold harmless the CRAs and its agents from and against any and all claims, actions, damages, liability and expenses (including, but not limited to fees for attorneys, investigators and experts) in connection with any obligations Townsend has, had or may have to third parties related to said parties' funding of the Film. 3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 12. 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 CRAs' funding, and correctly sets forth the rights, duties, and obligations of the parties. There are no collateral or oral agreements or understandings between the CRAs and Townsend 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) 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. (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. 13. AMENDMENTS. No amendment to this Agreement shall be binding on either party, unless in writing and signed by both parties. 4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 14. NON-DELEGABILITY. Townsend's obligations under this Agreement shall not be delegated or assigned to any other party without the CRA's prior written consent which may be withheld by the CRAs, in their sole discretion. 15. CONSTRUCTION. This Agreement shall be construed and enforced in accordance with Florida law. 16. 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: Southeast Overtown/Park West Community Redevelopment Agency 1490 N.W. 3`d Avenue, Suite 105 Miami, FL 33136 Telephone: (305) 679-6800 Facsimile: (305) 679-6835 Attn: Clarence E. Woods, III, Executive Director To OMNI CRA: Omni Redevelopment District Community Redevelopment Agency 1401 North Miami Avenue, 2nd Floor Miami, Florida 33136 Telephone: (305) 679-6868 Attn: Pieter A. Bockweg, Executive Director To Townsend: Townsend Entertainment Corporation 433 N. Camden Drive, #600 Beverly Hills, CA 90201 Attn: Robert Townsend, President 17. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 18. 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 on following page] 5 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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, OMNI CRA and Townsend have executed this Agreement. 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 ("SEOPW CRA") ATTEST: By: B Todd B. Hannon Clerk of the Board APPROVED AS TO FORM AND CORRECTNESS: Jeca Pacheco, Esq. SEOPW CRA Special Counsel arence E. Woods, III Executive Director OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuance to Section 163.356, Florida Statutes ("OMNI CRA") ATTEST: By: By: Todd B. Hannon Pieter A. Bockweg Clerk of the Board Executive Director APPROVED AS TO FORM AND CORRECTNESS: By: Julie O. Bru, Esq. Omni CRA General Counsel 6 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. WITNESSES: Print: ai‘cm xrcir �7 TOWNSEND ENTERTAINMENT COR ("TOWNSEND" Robert To \ nsend President 7 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OFTHIS DOCUMENT. SEOPW Board of Commissioners Meeting April 29, 2013 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM TO: Board. Chair Michelle Spence -Jones Date: April 192013 File: 13-00346 and Members of the CRA Board Subject: Resolution Authorizing Execution of a Community Benefits Agreernent with Townsend Entertainment Corporation and Omni CRA. From: Clarence E Woods 111'&14) References: Executive Director Enclosures: Resolution pACKGROUND: It is recornmended that. the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") approve and adopt the attached Resolution authorizing the execution of the attached community benefits agreement with Townsend Entertainment Corporation ("Townsend") and the Omni Redevelopment District Community Redevelopment Agency relating to Townsend's commitment to supporting the CRA's redevelopment efforts. The Board of Commissioners of the SEOPW CRA, by Resolution No. CRA-R-12-0068, passed and adopted on September 24, 2012, authorized a grant, in an amount not to exceed $200,000, to the University of Miami to conduct film -related job training in furtherance of the SEOPW CRA's stated redevelopment ooals, The Board of the Omnl Redevelopment District Community Redevelopment Agency ("Omni CRA"), by Resolution No, CRA-R- 12-0070, passed and adopted on October 26, 2012, authorized a grant, in an amount not to exceed $200,000, to the University of Miami to conduct film -related job training as vvell, The University of Miami partnered with Townsend Entertainment Corporation ("Townsend"), a private third party film production company, to facilitate the film -related job training in connection with ToWnserid's local movie production "Playire for Love" ((Film"). This offered area residents with an oppoitunity to engage in frands-on training and exposure to the film Industry. Townsend has expressed an Interest in contributing towards the redevelopment efforts of both the SEOPW CRA and Orrinl CRA, and has agreed to collectively remit to the SEOPW CRA and Omni CRA up to $380,000 in gross profits/proceeds generated from the distribution of the Film, In -kind services, or a oombination thereof, as a community benefit. On January 28, 2013, the Board of Commissioners of the SEOPW CRA requested that a community benefits agreement reflecting the aforementioned remittance and other terms be pretented to the Board for consideration arid approval. JUSTIFICATION Section 2, Goal 4, at page 11, of the 2009 Southeast Overtown/Park West Redevelopment Plan (the "Plan") lists the "creatiron ofj jobs within the communityas a stated redevelopment goal. Section 2, Goal 6, at page 11, of the Flan also lists "Improving the quality of life for residen*" as a stated •redevelopment goal, This Resolution does not expend or commit funding. SUBSTITUTED AGREEMENT,, This. AGREEMENT (the "Agreement") is made as of this day of , 20 by and between the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOP AGENCY, a public agency and body corporate created pursuant to Section 163:356, Florida Sta W. (the "SEOPW CRP "), The OMIT REDEVELOPMENT DISTRICT COMMUNITY REDEVELO AGENCY, a public agency and body corporate created pursuant to Section 163356, Florida S tes (the "OMNt CRAP'), (collectively referred to as the "CRAs") and TOWNSEND ENTER 1 tas T CORPORATION (the "Townsend"), RECITAL A. The CRAB are responsible for carrying out community redevelentactivities and projects within their respective Redevelopment Areas in accordance with their a .roved Redevelopment Plans. B. The creation and promotion of employment opportunitie within' the coninum ty are a. stated redevelopment goals and objectives of the 2009 Southeast Ove ark Weat Redevelopment, Plan and the Omni Redevelopment Plan. C. The Board of Commissioners of the SEOPW C by Resolution No. CRA-R-12-0068, passed and adopted on. September 24, 2012, authorized a gran an amount not to exceed $200,000 to the University of Miami to conduct film -related job training i%, furtherance of the SEOPW CRA's stated redevelopment goal. D. The Board of Commissioners of the tr_ s i CRA, by Resolution No, CEA-R-12-0070, passed and adopted on October 25, 2012, authorized ant, in an amount not to exceed $200,000, to the University of Miami to conduct film -related job tra ' 'zig. E. The CRAs and: the University Miami entered into an agreement providing for the use oftlre grant. F. Townsend is a private ` .: d party film production company working with the UniVersity of Miami to assist in facilitating the. '°iim-related job training, as well as overseeing a local inovio production, with the working title "P in' for Love" (" p'ilm"), wherein said job training is occurring. G. The parties ac .wledge that the Film may potentially yield proceeds/profits from showings, presentations, and/o distribution of the movie, as reflected in Exhibit "A," attached hereto and incorporated herein. H. The l s acknowledge that funding for the production of the Film has come from private and public sour `s, including the CRAs. 1. T• - nsend has also expressed an interest in contributing towards the CMS' redevelopment arts. J. Townsend, and the CRAB wish to enter into this Agreement to set forth the tenns and condition elating to any potential proceeds/profits resulting from the showing, and distribution of the Finn, a p Townsend's contribution to the CRAs' redevelopment efforts,. SUBSTITUTED NO% THEREFORE, in consideration ofthe mutual; promises ofthe parties contained herein S d other good and valuable consideration, receipt of which is hereby acknowledged, the SEOPW C " the OMNT CRA, and Townsend agree as follows: 1. The Recitals to this Agteetnent are true and correct, and are incorporate erein by reference and made a part hereof 2. In consideration for the funding contributed by the CRAs to the film -re ; - d job training, Townsend agrees that all gross profits generated by the distribution of the Film shall ` equally remitted to the CRAs, with each CRA receiving One Hundred and Ninety Thousand Doi ; $190,000.00), for a total remittance of Three Hundred and Eighty Thousand Dollars ($380,000.00). T +send acknowledges that said remittance is considered a community benefit in furtherance of CRAB' redevelopment effbrts. Each CRA may elect to receive this community benefit in the form monetary remittance, in kind services, or a combination thereof Trx-kind services shall consist ofth . ollorving: a. The provision of training and master class Workshops in connection to the SEOPW's CRA Film Life Institute. b. Strategic brand marketing of the CRA.s' development areas. e; The provision of teehnieai assistano - d consultation to the CRAs in connection with t lm-related programs, activities, or projects. 3. Townsend agrees to, at its own expet apply and. enter thoe Filth {n the 2013 American Black Film Festival as a local film entry. In the eve Townsend is unable to apply and enter the Film in the 2013 American Black Film Festival or the Fie aaot featured at said Festival, Townsend shall notify the CRAs within five (5) days of learning tha � pplioation is not possible, or that the Film will not be featured, and shall arrange and facilitate an ance screening of the Film within the City of Miami no later than August 2013. Additionally, To send agrees to credit Jeff Friday of Film Life, Jiro.. as an Executive Producer of the Film. 4, TERM. The term of is Agreement shall commence on the date frat:written above and shall be in effect until December 3 029. 5, RECa (a) the CRA must meet ce to enable the CRAs to provide the CRAs finding. PORT ALU ON. S MAINT °NANCE. Townsend understands and acknowledges that record keeping and reporting requirements with regard to the CRAB. In order omply with its record keeping and reporting requirements, Townsend agrees to a complete copy of Townsernd's records pertaining to the use of the CRAs' b) PRODUCTION COST Upon completion of the Film, Townsend agrees to provide C ° .`final production costs for the Film. The parties acknowledge that said costs shall be used to determ'-'- gross profits to be remitted to the CRAs in accordance with Section 2 above. The parties agree t the final production costs provided by Townsend shall be reviewed by the CRAs, and if appro d, shall become, by addendum, an exhibit to this Agreement. (c) AUIJT .RIGHTS. The CRAs shall have the right to conduct audits of ownsend's records pertaining to the use of the CRAs'. funds and to visit the Project, in order to conduct its monitoring and evaluation aotivities. Townsend agrees to cooperate with the CRA in the performance 2 SUBSTITUTED of these activities. Such audits shall take place at a mutually agreeable date and time. Townsend o agrees to maintain all financial records related to proceeds/profits generated by the Film, and all' , the CRAs to access same for purposes of ensuring that the CRAs are receiving proper rem' a in accordance with Section 2 above. 6. AUTHORITY. Townsend affirms that this Agreement has been duly ant iced by all necessary actions on the part of, and has been, or will be, duly executed and delivered by e Townsend, and neither the execution and delivery hereof, nor coppi anoe with the terms and pro / ions hereof (i) requires the approval and oonnsent of any other party, except such as have been duly tanied or as are specifically noted herein; (ii) contravenes any existing Yaw, judgment, govemmen rule, regulation or order applicable to or binding on any indenture, mortgage, deed of trust, bank to or credit agreement, applicable ordinances, resolutions, or on the date of this Agreement, any other a. eement or instrument to which the Townsend is a party, or (iii) contravenes or results in any breach of •r default under any other agreement to which the Townsend is a party, or results in the creation of ar hen or encumbrances upon any property of the Townsend. 7. NON-DISCRIMINATION. Townsend, for itself and behalf of its contractors and sub- contractors agrees that it shall not discriminate on the basis of rac sex, dolor, religion, national origin, age, disability, or any other protected class prescribed by law in onneotion with its performance under this Agreement Furthermore, Townsend represents that no othe se qualified individual shall, solely, by reason of his/her race, sex, color, religion, national origin go, disability or any other member of a protected elass be excluded from the participation in, a denied benefits of, or be subjected to disorimination under any program or activity receiving fi dial assistance pursuant to this Agreement. 8. MARKETING. (a) pUJ3J,ICATION. To end shall produce, publish, advertise, disclose, or exhibit' the CRAs' name and/or logo, in aekno edgnsent of the CRAB' contribution to the Projeet, in all forms of media and commnmcations create rt by Townsend for the purpose of publication, promotion, illustration, advertising, trade or any o lawful purpose, including but not limited to stationary, newspapers, periodicals, billboards, po rs, email, direct mail, flyers, telephone, public events, and television, radio, or Internet advertise a its, interviews. All forms of inedia andcommunication related to the Film_ shall includethe following : cknowledgment: "This frlm was funded in part by grants from the Southeast Overitown/Park West an fiP`' Otnm Redevelopment District Community Redevelopment Agencies, and through the generous supp ` t of the Cray of Miami." Additionally, Townsend agrees to provide production credit to the CRAs :r��' designation of same within the Film. (b) . 'ROV The CRAs shall have the right to approve the form and placement of all aeknowledgesnen .' described in Section 8(a) above, which approval shall not be unreasonably withheld. (c Townsend further agrees that the CR' name and logo may not be otherwise i sod, copied, reproduced, altered in any manner, or sold to others for purposes other than those speeifiea this Nothing in this Agreement, or in Townsend's use of the CRAs' name and logo, fers or may be construed as conferring upon Townsend any right, title, or interest whatsoev • ui the CRAs' name and logo beyond the right granted. in this Agreement. 10. LIABILITY OF THE CRAs, No officer, employee, agent, .or principal, whether dis .sed or undisclosed, of the CRAs shall have any personal liability with respect to any of the p , isions of this Agreement. Any liability of the CRAs under this Agreement shall be subject to the itations imposed by Section 768.28,,.Florida Statutes. 3 SUBSTITUTED 11., g1DEMNiEICATXOi Or THE CRA. Townsend agrees to protect, defend, indemn and hold harmless the CRAs and its agents from and against any and all claims, actions, dam liability and expenses (including, but not limitedto fees for attorneys, investigators and exp connection with any obligations Townsend has, bad or may have to third parties related to s funding of the Film. 12. INTERPRETATION.. (a) CAP1IONS. The captions in this Agreement are for conve ; =nee only and are not a part of this Agreement and do not in any way define, limit, describe or fy the turns and provisions of this Agreement or the scope or intent thereof. (b) NTIRE AGREEMENT. This instrument co agreement of the parties hereto relating to the CRAB' funding, and correc and obligations of the parties. There are no collateral or oral agreetnen CRAs and Townsend relating to the Agreement. Any promises, .ne expressly set forth in this Agreement are of no force or effect. This any rnaxzneir except by an instrument in writing executed by th pronoun and the singular number shall includethemasculine singular and plural number. The word "including" followed. by examples rather than to be words of limitation. (c) CONSTRUCTION. Shoup. the .>rovisions of this. Agreement require judicial or arbitral interpretation, it is agreed that the judicial or - bitted body interpreting or construing the same shall not apply the assumption that the terms hereof all be more strictlyconstrued against one party by reason of the rule of construction that an instru u: nt is to be construed more strictly against the party which itself or through its agents prepared s �.-, it being agreed that the agents of both parties have equally participated in the preparation of this t eement. (d) COVENANTS. ' .ch covenant, agreement, obligation, term, condition or other provision herein contained shall be dee =d and construed as a separate and independent covenant of the party bound by, undertaking or rnak" ° the same, not dependent on any other provision of this Agreement unless otherwise expressly provid All of the terms and conditions set forth ha this Agreement -shall apply throughout the tenn of this eement unless otherwise expressly set forth herein,. (e) CO ICTIN TE S. In the event of conflict between the terms of his Agreement and any terms o : onditions contained in any attached documents, the terms ofthis Agreement shall govern. )hi arties' s tes the sole and only sets forth the rights, duties, r understandings between the iations, or representations not greeinent shall not be modified in arties. The masculine (or .neuter) eminine and neuter genders and the ny specificitem(s) is deemed to refer to (f) '1ni,AR. No waiver or breach of any provision of this Agreement shall constitute a waiver. *f any subsequent breach of"the same or any other provision hereof, and no waiver shall be effective i nless made in writing. (g) S1 VVERAEIi;IT'i. Should any provision contained in this Agreement be determine 'y a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of ,,;- State of Florida, then such provision shall be deemed modified to the extent necessary in order to ca•rm with such laws, or if not modifiable to conform with suoh laws, that same shall be deemed sev ble, and in either event, the remaining terms and provisions of this Agreement shall remain edified and in full force and effect. 4 SUBSTITUTED ITUTED (h) THIRD -PARTY EBNEFICIARIE;S. No provision .of this Agreement shall, any way, inure to the benefit of any third party so as to make such third party a beneficiary o + is Agreement, or of any one or more of the terms hereof or otherwise give rise to any cause of actio any party not a party hereto. ]3. AMiNDMENTS. No atnendmen unless in writing and signed by both parties. 14. NON DELEGAEIL TY, Townsend's obligations under this Agre-'gent shall not be delegated or assigned to any other party without the CRA's prior written consent. P ch may be withheld by the CRAs, in their sole. discretion. 15. CONSTRQCTION, This Agreement shall be construed and arced in accordance with Florida law. o this Agreement shall be binding on •Aber party, 16. NOTICE Ail notices or other communications which , all or may be given pursuant to this Agreement shall be in writing and shall be delivered by pers al service, or by registered mail, addressed to the party at the address indicated herein or as the sa may be changed from time to time, Such notice shall be deemed given on the day on which personal served, or; if by mail, on the fifth day after being posted, or the date of actual receipt or refusal of deli , =ry, whichever is earlier, To SEORW CRA: Southeast Overtowa 'ark West Co unity Redevelopment Agency 1490 N.W,3'd Avenue, Suite 1.0 Miami, FL 33136 Telephone: (305) 679-6800 Facsimile: (305) 679.6835 Attn: Clarence E,'Wo • s, III, Executive Director To OMNI CR A: Omni Redevelopine District Community Redevelopment Agency 1401 North Miamvenue Miami, Florida 136 Telephone: (3 ) 679-6868 Attn: Fie '` A. Bookweg, Executive Director To Townsend: Towns Entertainment Corporation 433 Camden Drive, #600 Be 1y:Hills, CA 90201 T 'ephone: (818) 752-9494 ttn: Robert Townsend, president 17. S r` SSORS! ASS This Agreement shall be binding upon the parties hereto, and their r • ective heirs, executors, legal representatives, successors, and assigns. 18. MISCELLANEOUS. (a) In the event of any litigation between the parties under this Agreement, the parties ., all boar 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. 5 SUBSTITUTED IN WITNESS WHEREOF, in consideration of the mutual entry into this Agreement, for oth good and valuable consideration, and intending to be legally bound, the SEOPW CRA, OMNI CRA d Townsend have executed this Agreement. ATTEST: By: Todd Fannon City Clerk APPROVED AS TO FORM AND CORRECTNESS; By,, JessieaN. Pacheco, Esq. SEOPW CRA Counsel By: Todd Harmon City Clerk APPROVED AS TO ORM AND CORRECTNESS: By: J O.Eru,Esq, mni CRA Counsel SOUTHEAST OVERTOWN/PARK ST cdmivaNITY REDEVELOPMEN AGENCY, of the City ofMiami, j , ublic agency and body corporate treat- . pursuance to Section 163.356, Florida Statu ("SEOPW CRA") By: ClarenceWoods, 111 Exeauti re Director OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuance to Section 163.356, Florida Statutes ("OMNt CRA") By: Pieter A. Bo kweg Executive Director SSES: TOWNSEND ENTERTAINMENT CORP.. ("TOWNSEND") SUBSTITUTED By: Print: By: Print: 7 By: Robert Townsend President SUBSTITUTED SEOPW Board of Commissioners Meeting April 29, 20 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTEROFFICE MEMORANDUM To: Board Chair Michelle Spence -Jones Date: AP11145020431:'. Fite: 13-00. and Members of the CRA Board From: Clarenoe E. Woods, III Pi) Executive Director BACKGROUND: Subject: Resolution Authorizing Ex ution of a Community Benefits Agr merit with Townsend Enterthinm t Corporation and Omni CRA. References: Enclosures: Resolutio It. is recommended that the Board of Commissioners of the S. • east. Overtown/Park West Community Redevelopment Agency ("CRA") approve and adopt the attache °solution authorizing the execution of the attached community benefits agreement with Townsend Enterta ent Corporation ("Townsend") and the Omni Redevelopment District Community Redevelopment Agency r ating to Townsend's commitment to supporting the ORM redevelopment efforts. The Board of Commk3sioners of the SEOPW CRA, by September 24, 2012 authorized a grant, In an amo conduct film -related job training in furtherance of th the Omni Redevelopment District Community Red 12-0070, passed and adopted on October 26, to the University of Miami to conduct film-relat solution No. CRA-R-12-0068, passed and adopted on not to exceed S200,000, to the University of Miami to EOPW CRA's stated redevelopment goals. The Board of elopment Agency ("Omni CRA"), by Resolution No. CRA-R- 2, authorized a grant, In an amount not to exceed $200,000, Job training as well. The University of Miami partnered with To send Enterialnment Corporation ("Townsend"), a private third party film production company, to facilitate t film -related Job training In connection with Townsend's local movie production uPlayire for Love') ("Film"). his offered area residents with an opportunity to engage in hands-on training and exposure to the film Ind ry. Townsend has expressed an Int* ast In contributing towards the redevelopment efforts of both the SEOPW CRA and Omni CRA, and has agr: Ad to collectively remit to the SEOPW CRA and Omni- CRA up to $380,000 in gross profits/proceeds gene -:ed from the distribution of the Film, in -kind services, or a combination thereof, as a community benefit , On nuary 28, 2013, the Board of Commissioners of the SEOPW CRA requested that a community benefits ag ment reflecting the aforementioned remittance and other terms be presented to the Board for consideratio nd approval. JUSTIFICATION: Section 2, Go the "creati[o , at page 11, of the 2000 Southeast Overtown/Park West Redevelopment Plan (the 'Plan") lists f] Jobs within the community" as a stated redevelopment goal, Section Goal 6, at page 11, of the Plan also lists HiMprovine the quality of life for residents," as a stated redev - • pment goal. his Resolution does not expend or commit funding.