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HomeMy WebLinkAbout25393AGREEMENT INFORMATION AGREEMENT NUMBER 25393 NAME/TYPE OF AGREEMENT SEOPW CRA & URGENT, INC. DESCRIPTION GRANT AGREEMENT/SOUL BASEL 2024 GRANT REQUEST/FILE ID: 16827/CRA-R-24-0064 EFFECTIVE DATE December 19, 2024 ATTESTED BY TODD B. HANNON ATTESTED DATE 12/13/2024 DATE RECEIVED FROM ISSUING DEPT. 1/13/2025 NOTE GRANT AGREEMENT This GRANT AGREEMENT ("Agreement") is made as of this 19 day of December 2024 ("Effective Date") by and between SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("SEOPW CRA"), and URGENT, INC., a Florida Not -For -Profit Corporation ("Grantee") (collectively, the "Parties"). RECITALS WHEREAS, the SEOPW CRA is a community redevelopment agency created pursuant to the Community Redevelopment Act of 1969, currently codified in, Part III, Chapter 163, Florida Statutes (the "Act"), and is responsible for carrying out community redevelopment activities and projects within its redevelopment area in accordance with the 2018 Southeast Overtown/Park West Redevelopment Plan Update (the "Plan"); and WHEREAS, pursuant to Florida Statutes, Section 163.340(9) of the Act, "community redevelopment means projects of a "... community redevelopment agency in a community redevelopment area for the elimination and prevention of the development or spread of slum and blight"; and WHEREAS, Section 2, Goal 4 of the Plan lists the "creati[on of] jobs within the community..." as a stated redevelopment goal; and WHEREAS, Section 2, Goal 5 of the Plan lists "[p]romot[ing] and [m]arket[ing] the community —as a [c]ultural and [e]ntertainment [d]estination ... that is attractive" as a stated redevelopment goal; and WHEREAS, Section 2, Principle 4 of the Plan lists "restor[ing] a sense of community and unify[ing] the area culturally" as a stated guided principle; and WHEREAS, Section 2, Principle 6 of the Plan promotes "address[ing], unprov[ing] ... and expand[ing] economic opportunities of present and future residents... [which] entails both the support and enhancement of existing businesses and local entrepreneurs" as a stated redevelopment principle; and WHEREAS, Grantee is a Florida Not -For -Profit Corporation that presents an array of arts & culture programming within the redevelopment area during Historic Overtown's annual showcase Soul Basel (the "Program"); and WHEREAS, on October 24, 2024, the SEOPW CRA Board of Commissioners (the "Board"), adopted Resolution No. CRA-R-24-0064, attached hereto as Exhibit "A," authorizing the issuance of a grant to Grantee, in an amount not to exceed Seven Thousand Five Hundred Dollars and Zero Cents ($7,500.00), to underwrite costs associated with the Program (the "Grant"); and WHEREAS, the Parties wish to enter into this Agreement to set forth the terms and conditions relating to the use of this Grant. NOW THEREFORE, in consideration of the mutual promises of the parties contained herein and other good and valuable consideration, receipt, and sufficiency of which is hereby acknowledged, the SEOPW CRA and Grantee agree as follows: 1. RECITALS. The Recitals to this Agreement are true and correct and are incorporated herein by referenced and made a part hereof. 1 2. GRANT. Subject to the terms and conditions set forth herein and Grantee's compliance with all of its obligations hereunder, the SEOPW CRA hereby agrees to make available to Grantee the Grant to be used for the purpose and disbursed in the manner hereinafter provided. 3. USE OF GRANT. The Grant shall be used to assist with the Program during the Term (as defined in Section 4) of this Agreement, in accordance with the Program's approved scope of work and budget ("Program Budget"), attached hereto as Exhibit "B." Grantee is aware that the SEOPW CRA is not obligated to expend additional funds beyond the approved Grant amount. 4. TERM. a. INITIAL TERM. The term of this Agreement shall commence on the Effective Date written above and shall terminate April Pt, 2025, or when the Grant of Seven Thousand Five Hundred Dollars and Zero Cents ($7,500.00) is expended, whichever occurs first. However, the following rights of the SEOPW CRA shall survive the expiration or early termination of this Agreement: to auditorinspect; to require reversion of assets; to enforce representations, warranties, and certifications; to exercise entitlement to remedies, limitation of liability, indemnification, and recovery of fees and costs. b. RENEWAL OPTION. At the SEOPW CRA's sole option and discretion, this Agreement and Grantee's grant may be renewed for one (1) additional one (1) year term. 5. DISBURSEMENT OF GRANT. a. GENERALLY. Subject to the terms and conditions contained in this Agreement, the SEOPW CRA shall make available to Grantee an amount not to exceed Seven Thousand Five Hundred Dollars and Zero Cents ($7,500.00). In no event shall payments to Grantee under this Agreement exceed Seven Thousand Five Hundred Dollars and Zero Cents ($7,500.00). Payments shall be made to Grantee or directly to vendors on behalf of Grantee, only after receipt and approval of requests for disbursements in accordance with the approved Program Budget. b. DEPOSIT OF GRANT FUNDS INTO SEPARATE CHECKING ACCOUNT. A separate checking account must be created for the sole purpose of depositing SEOPW CRA grant funds, prior to the disbursement of any grant funds. Said account shall not be used to deposit funds from other funding sources or to make payments other than to transfer funds to the Grantee's general operating checking account. c. REQUESTS FOR DISBURSEMENT OF FUNDS. All requests for the disbursement of funds by Grantee shall be submitted in writing to the SEOPW CRA by Grantee's authorized representative prior to the termination of this Agreement. All such requests must be accompanied by supporting documents reflecting the use of funds and/or expenditures incurred, and that the request is being made in accordance with the approved Program Budget, as reflected in Exhibit `B," for expenditures incurred during the Term of this Agreement. For purposes of this Agreement, "supporting documentation" may include invoices, receipts, photographs, and any other materials evidencing the expense incurred. Grantee agrees that all invoices or receipts reflecting the expenses incurred in connection to the Program shall be in Grantee's name, and not in the name of the SEOPW CRA in light of Grantee's inability to bind the SEOPW CRA to any legal and/or monetary obligation whatsoever. The SEOPW CRA reserves the right to request additional supporting documentation for any expenditures, and the SEOPW CRA reserves the right to deny any and all requests it deems to be outside of the approved Program Budget. Grantee's failure to provide additional supporting documentation or explanation regarding expenses incurred, when requested by the SEOPW CRA, shall serve as grounds for immediate termination of this Agreement, and Grantee solely shall bear all costs associated with any expenditures not approved by the SEOPW CRA. 2 d. PRE -APPROVAL OF EXPENSES. Grantee agrees to submit to the SEOPW CRA all requests for the expenditure of Grant funds for pre -approval by the SEOPW CRA. Failure to submit said requests prior to incurring expenses may result in the Grantee bearing the costs incurred. The SEOPW CRA shall review said requests to ensure that the expense sought to be incurred by the Grantee is an expense within the approved Program Budget, attached hereto as Exhibit "B," and the SEOPW CRA reserves the right to deny any and all requests it deems to be outside of the approved Program Budget. e. APPROVAL OF BUDGET MODIFICATIONS. Grantee agrees to submit any and all budget modifications, in writing, including line -item expenditures and descriptions, which exceed the budgeted amount, to the Executive Director for approval. f. CASH AND MOBILE PAYMENT TRANSACTIONS PROHIBITED. The Parties agree that no payment will be made to Grantee as a reimbursement for any Project -specific expenditure paid in cash or via mobile payment application(s), including, but not limited to, Cash App, Zelle, PayPal, and Venmo. Grantee acknowledges that cash and mobile payment transactions are insufficient per se to comply with record -keeping requirements under this Agreement. g. NO ADVANCE PAYMENTS. The SEOPW CRA shall not make advance payments to Grantee or Grantee's vendors for services not performed or for goods, materials, or equipment which have not been delivered to Grantee for use in connection with the Program. 6. COMPLIANCE WITH POLICIES AND PROCEDURES. Grantee understands that the use of the Grant is subject to specific reporting, record keeping, administrative, and contracting guidelines and other requirements affecting the SEOPW CRA activities in issuing the funds. SEOPW CRA agrees to provide notice of said guidelines and other requirements to the Grantee in advance of requiring compliance with same. Without limiting the generality of the foregoing, the Grantee represents and warrants that it will comply, and the Grant will be used in accordance with all applicable federal, state and local codes, laws, rules, and regulations. 7. REMEDIES FOR NON-COMPLIANCE. If Grantee fails to perform any of its obligations or covenants hereunder, or materially breaches any of the terms contained in this Agreement, the SEOPW CRA shall have the right to take one or more of the following actions: a. Withhold cash payments, pending correction of the deficiency by Grantee; b. Recover payments made to Grantee; c. Disallow (that is, deny the use of the grant for) all or part of the cost for the activity or action not in compliance; d. Withhold further awards for the Program; or e. Take such other remedies that may be legally permitted. 8. RECORDS AND REPORTS/AUDITS AND EVALUATION. a. PUBLIC RECORDS; MAINTENANCE OF RECORDS. This Agreement shall be subject to Florida's Public Records Laws, Chapter 119, Florida Statutes. The parties understand the broad nature of these laws and agree to comply with Florida's Public Records Laws, and laws relating to records retention. Moreover, in furtherance of the SEOPW CRA audit rights in Section 8(c) below, Grantee acknowledges and accepts the SEOPW CRA right to access Grantee's records, legal representatives' and contractors' records, and the obligation of Grantee to retain and to make those records available upon request, and in accordance with all applicable laws. Grantee shall keep and maintain records to show its compliance with this Agreement. In addition, Grantee's contractors and subcontractors must make available, upon the SEOPW CRA request, any books, documents, papers, and records which are directly pertinent to this specific Agreement for the purpose of making audit, 3 examination, excerpts, and transcriptions. Grantee, its contractors and subcontractors shall retain records related to this Agreement or the Project for a period of five (5) years after the expiration, early teiiiunation or cancellation of this Agreement. b. REPORTS. Grantee shall deliver to the SEOPW CRA reports relating to the use of Grant as requested by the SEOPW CRA, from time to time and as detailed herein. Failure to provide said reports shall result in funds being withheld until Grantee has complied with this provision. Thereafter, continued failure by Grantee in providing such reports shall be considered a default under this Agreement. c. AUDIT RIGHTS. The SEOPW CRA shall have the right to conduct audits of Grantee's records pertaining to the Grant and to visit the Program, in order to conduct its monitoring and evaluation activities. Grantee agrees to cooperate with the SEOPW CRA in the performance of these activities. Such audits shall take place at a mutually agreeable date and time. d. FAILURE TO COMPLY. Grantee's failure to comply with these requirements or the receipt or discovery (by monitoring or evaluation) by the SEOPW CRA of any inconsistent, incomplete, or inadequate information shall be grounds for the immediate termination of this Agreement by the SEOPW CRA. 9. UNUSED FUNDS. Upon the expiration of the Term of this Agreement, Grantee shall transfer to the SEOPW CRA any unused funds on hand at the time of such expiration, as defined in Section 4 of this Agreement. 10. REPRESENTATIONS; WARRANTIES; CERTIFICATIONS. Grantee represents, warrants, and certifies the following: a. INVOICES. Invoices for all expenditures paid for by Grantee shall be submitted to the SEOPW CRA for review and approval in accordance with the terms set forth in this Agreement. Grantee, through its authorized representative, shall certify that work reflected in said invoices has, in fact, been performed in accordance with the approved Program Budget set forth in Exhibit "B." b. EXPENDITURES. Grant funds disbursed under this Agreement shall be used solely for the Program in accordance with the approved Program Budget set forth in Exhibit "B." All expenditures of funds shall be made in accordance with the provisions of this Agreement. c. SEPARATE ACCOUNTS. This Grant shall not be co -mingled with any other funds, and separate accounts and accounting records shall be maintained. d. POLITICAL ACTIVITIES. No expenditure of this Grant shall be used for political activities. e. LIABILITY GENERALLY. Grantee shall be liable to the SEOPW CRA for the amount of the Grant expended in any manner inconsistent with this Agreement. f. AUTHORITY. This Agreement has been duly authorized by all necessary actions on the part of, and has been, or will be, duly executed and delivered by Grantee, and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof: (i) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein; (ii) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on any indenture, mortgage, deed of trust, bank loan, or credit agreement, applicable ordinances, resolutions, or on the date of this Agreement, any other agreement or instrument to which Grantee is a party; or (iii) contravenes or results in any breach of, or default 4 under any other agreement to which Grantee is a party, or results in the creation of any lien or encumbrances upon any property of Grantee. 11. NON-DISCRIMINATION. Grantee, for itself and on behalf of its contractors and sub -contractors, agrees that it shall not discriminate on the basis of race, sex, color, religion, national origin, age, disability, or any other protected class prescribed by law in connection with its performance under this Agreement. Furthermore, Grantee represents that no otherwise qualified individual shall, solely, by reason of his/her/their race, sex, color, religion, national origin, age, disability, or any other member of a protected class be excluded from the participation in, be denied benefitsof, or be subjected to discrimination under any program or activity receiving fmancial assistance pursuant to this Agreement. 12. CONFLICT OF INTEREST. Grantee is familiar with the following provisions regarding conflict of interest in the performance of this Agreement by Grantee. Grantee covenants, represents, and warrants that it will comply with all such conflict -of -interest provisions: a. Code of the City of Miami, Florida, Chapter 2, Article V. b. Miami -Dade County Code, Section 2-11.1. 13. CONTINGENCY. Funding for this Agreement is contingent on the availability of funds and continued authorization for Program activities and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, or change in regulations. The SEOPW CRA shall not be liable to Grantee for amendment or termination of this Agreement pursuant to this Section. 14. MARKETING. a. PUBLICATION. In the event Grantee wishes to engage in any marketing efforts, Grantee shall, if approved by the SEOPW CRA in accordance with Section 14(b) below, produce, publish, advertise, disclose, or exhibit the SEOPW CRA name and/or logo, in acknowledgement of the SEOPW CRA contribution to the Program, in all forms of media and communications created by Grantee for the purpose of publication, promotion, illustration, advertising, trade, or any other lawful purpose, including but not limited to stationary, newspapers, periodicals, billboards, posters, email, direct mail, flyers, telephone, public events, and television, radio, or internet advertisements, or interviews. b. APPROVAL. The SEOPW CRA shall have the right to approve the form and placement of all acknowledgements described in Section 14(a) above, which approval shall not be unreasonably withheld. c. LIMITED USE. Grantee further agrees that the SEOPW CRA 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 Grantee's use of the SEOPW CRA name and logo, confers or may be construed as conferring upon Grantee any right, title, or interest whatsoever in the SEOPW CRA name and logo beyond the right granted in this Agreement. 15. DEFAULT. If Grantee fails to comply with any term or condition of this Agreement, or fails to perform any of Grantee's obligations hereunder, and Grantee does not cure such failure within thirty (30) days following receipt of written notice from the SEOPW CRA that such failure has occurred, then Grantee shall be in default. Upon the occurrence of such default hereunder the SEOPW CRA, in addition to all remedies available to it by law, may immediately, upon written notice to Grantee, terminate this Agreement whereupon all payments, advances, or other compensation paid by the SEOPW CRA directly to Grantee and utilized by Grantee in violation of this Agreement shall be immediately returned to the SEOPW CRA. Grantee understands and agrees that termination of this Agreement under this section shall not release Grantee from any obligation accruing prior to the effective date of termination. 5 16. NO LIABILITY. In consideration for the issuance of Grant funds under this Agreement, Grantee hereby waives, releases, and discharges the SEOPW CRA, the City of Miami, its officers, employees, agents, representatives, or attorneys, whether disclosed or undisclosed, any and all liability for any injury or damage of any kind which may hereafter accrue to Grantee, its officers, directors, members, employees, agents, or representatives, with respect to any of the provisions of this Agreement or performance under this Agreement. Any liability of the SEOPW CRA under this Agreement shall be subject to the limitations imposed by Section 768.28, Florida Statutes. 17. SPECIFIC PERFORMANCE. In the event of breach of this Agreement by the SEOPW CRA, Grantee may only seek specific performance of this Agreement and any recovery shall be limited to the funding authorized for the services provided herein. In no event shall the SEOPW CRA be liable to the Grantee for any additional compensation, other than that provided herein, and/or required in the approved Program Budget attached hereto as Exhibit "B." 18. INDEMNIFICATION OF THE SEOPW CRA. Grantee agrees to indemnify, defend, protect and hold harmless the SEOPW CRA and the City of Miami from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "liabilities") for reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from or in connection with: (i) the performance or non-performance of the services, supplies, materials and equipment contemplated by this Agreement or the Program, including risk of loss of artwork on display, or otherwise stored within public premises for the duration of this Agreement or the Program, whether directly or indirectly caused, in whole or in part, by any act, omission, default, professional errors or omissions, or negligence (whether active or passive) of the Grantee or its employees, agents or subcontractors (collectively referred to as "Grantee"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default, breach, or negligence (whether active or passive) of the SEOPW CRA, unless such injuries or damages are ultimately proven to be the result of grossly negligent or willful acts or omissions on the part of the SEOPW CRA; or (ii) the failures of the Grantee to comply with any of the paragraph's provisions herein; or (iii) the failure of the Grantee, to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal, state, county, or city in connection with the granting or performance of this Agreement, or any Amendment to this Agreement. Grantee expressly agrees to indemnify and hold hainiless the SEOPW CRA, from and against all liabilities which may be asserted by an employee or former employee of Grantee, any of subcontractors, or participants in the Program, as provided above, for which the Grantee's liability to such employee, former employee, subcontractor, or participant would otherwise be limited to payments under state Worker's Compensation or similar laws. 19. INSURANCE. Grantee shall, at all times during the term hereof, maintain such insurance coverage as provided in Exhibit "C" attached hereto. 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 the Program under this Agreement without thirty (30) calendar days prior written notice (or in accordance to policy provisions) to the SEOPW CRA. Completed Certificates of Insurance shall be filed with the SEOPW CRA, to the extent practicable, prior to the performance of Services hereunder, provided, however, that Grantee shall at any time upon request by SEOPW CRA file duplicate copies of the policies of such insurance with the SEOPW CRA. If, in the reasonable judgment of SEOPW CRA, prevailing conditions warrant the provision by Grantee of additional liability insurance coverage or coverage which is different -in kind SEOPW CRA reserves the right to require the provision by Grantee of an amount of coverage different from the amounts or kind previously required 6 and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should Grantee fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following SEOPW CRA's written notice, this Agreement shall be considered terminated on the date the required change in policy coverage would otherwise take effect. Upon such termination, SEOPW CRA shall pay Grantee expenses incurred for the Program, prior to the date of termination but shall not be liable to Grantee for any additional compensation, or for any consequential or incidental damages. 20. DISPUTES. In the event of a dispute between the Parties as to the terms and conditions of this Agreement, the Parties shall proceed in good faith to resolve the dispute. If the Parties are not able to resolve the dispute within thirty (30) days of written notice to the other, the Parties agree to resolve any disputes between them arising from the alleged violation of the terms of this Agreement, in accordance with Section 18-105, of the Code of the City of Miami, as amended ("City Code"). 21. INTERPRETATION. a. CAPTIONS. The captions in this Agreement are for convenience only and are not a part of this Agreement and do not in any way define, limit, describe, or amplify the terms and provisions of this Agreement or the scope or intent thereof. b. ENTIRE AGREEMENT. This instrument constitutes the sole and only agreement of the parties hereto relating to the grant, and correctly set forth the rights, duties, and obligations of the parties. There are no collateral or oral agreements or understandings between the SEOPW CRA and Grantee relating to the Agreement. Any promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. This Agreement shall not be modified in any manner except by an instrument in writing executed by the parties. The masculine (or neuter) pronoun and the singular number shall include the masculine, feminine and neuter genders and the singular and plural number. The word "including" followed by any specific item(s) is deemed to refer to examples rather than to be words of limitation. c. CONTRACTUAL INTERPRETATION. Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of both parties have equally participated in the preparation of this Agreement. 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 a 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 to conform with such laws, or if not 7 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. 22. AMENDMENTS. No amendment to this Agreement shall be binding on either party, unless in writing and signed by both parties. 23. DOCUMENT OWNERSHIP. Upon request by the SEOPW CRA, all documents developed by Grantee shall be delivered to the SEOPW CRA upon completion of this Agreement, and may be used by the SEOPW CRA, without restriction or limitation. Grantee agrees that all documents maintained and generated pursuant to this Agreement shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. It is further understood by and between the parties that any document which is given by the SEOPW CRA to Grantee pursuant to this Agreement shall at all times remain the property of the SEOPW CRA and shall not be used by Grantee for any other purpose whatsoever, without the written consent of the SEOPW CRA. 24. AWARD OF AGREEMENT. Grantee warrants that it has not employed or retained any person employed by the SEOPW CRA to solicit or secure this Agreement, and that it has not offered to pay, paid, or agreed to pay any person employed by the SEOPW CRA any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of grant funds. 25. NON-DELEGABILITY. The obligations of Grantee under this Agreement shall not be delegated or assigned to any other party without the SEOPW CRA prior written consent which may be withheld by the SEOPW CRA, in its sole discretion. 26. TERMINATION. The SEOPW CRA reserves the right to terminate this Agreement, at any time for any reason upon giving five (5) days written notice of termination to Grantee. Should the SEOPW CRA terminate this Agreement, the SEOPW CRA will be relieved of all obligations under this Agreement. In no way shall the SEOPW CRA be subjected to any liability or exposure for the termination of this Agreement under this Section. 27. NOTICE. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail, addressed to the party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served, or, if by mail, on the fifth day after being posted, or the date of actual receipt or refusal of delivery, whichever is earlier. To SEOPW CRA: Southeast Overtown/Park West Community Redevelopment Agency James D. McQueen, Executive Director 819 N.W. 2nd Avenue, 3rd Floor Miami, FL 33136 Email: JMcQueen@nuamiaov.com With copies to: Vincent T. Brown, Esq., Staff Counsel Email: VTbrown@miamigov.com 8 To Grantee: Urgent, Inc. c/o Saliha Nelson, Chief Executive Officer 1000 N.W. 1st Avenue, Suite 100 Miami, FL 33136 Email: saliha@urgentinc.org 28. INDEPENDENT CONTRACTOR. Grantee, its contractors, subcontractors, employees, agents, and participants in the Program shall be deemed to be independent contractors, and not agents or employees of the SEOPW CRA, and shall not attain any rights or benefits under the civil service or retirement/pension programs of the SEOPW CRA, or any rights generally afforded its employees; further, they shall not be deemed entitled to Florida Workers' Compensation benefits as employees of the SEOPW CRA. 29. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 30. COUNTERPARTS AND ELECTRONIC SIGNATURES. This Agreement may be simultaneously executed in multiple counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed to be an original. The facsimile or other electronically delivered signatures of the parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals. 31. MISCELLANEOUS. a. In the event of any litigation between the parties under this Agreement, the parties shall bear their own attorneys' fees and costs at trial and appellate levels. b. Time shall be of the essence for each and every provision of this Agreement. c. All exhibits attached to this Agreement are incorporated herein, and made a part of this Agreement. [Signature Page Follows] 9 IN WITNESS WHEREOF, in consideration of the mutual entry into this Agreement, for other good and valuable consideration, and intending to be legally bound, the SEOPW CRA and Grantee have executed this Agreement. ATTEST: Clerk of the Board APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: Vincent T. Brown, Esq. Staff Counsel WITNESSES: By: 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 James D. McQueen Executive Director APPROVED AS TO INSURANCE REQUIREMENTS: By: Ann -Marie Sharpe Director of Risk Management By: CPB Print: 11-nI vicjiC j n� list) By: MO(, sav1 Print: qyiert Urgent, Inc., a Florida Not -For -Profit Corporation ("Grantee") Saliha Nelson, Chief Executive Officer 10 Print: IN WITNESS WHEREOF, in consideration of the mutual entry into this Agreement, for other good and valuable consideration, and intending to be legally bound, the SEOPW CRA and Grantee have executed this Agreement. ATTEST: Clerk of the Board APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: Vincent T. Brown, Esq. Staff Counsel WITNESSES: By: Print: OCC lornfitanciic By: `�1p w �Y sin 0/11 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 James D. McQueen Executive Director APPROVED AS TO INSURANCE REQUARIA 6: By: Fray & £ vvItA By Saliha Nels n, Chief Executive Officer Ann`-t%I'ai ie harpe Director of Risk Management Urgent, Inc., a Florida Not -For -Profit Corporation ("Grantee") I0 Exhibit "A" Resolution No. CRA-R-24-0064 11 EXHIBIT "A" Southeast Overtown/Park West Community Redevelopment Agency Legislation CRA Resolution: CRA-R-24-0064 File Number: 16827 Final Action Date:10/24/2024 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE EXECUTIVE DIRECTOR'S RECOMMENDATION AND FINDING, ATTACHED AND INCORPORATED HEREIN AS EXHIBIT "A," THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR ADVANTAGEOUS, PURSUANT TO SECTION(S) 18-85 AND 18-86 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), AS ADOPTED BY THE SEOPW CRA; WAIVING SAID PROCEDURES FOR COMPETITIVE SEALED BIDDING; AUTHORIZING THE EXECUTIVE DIRECTOR TO DISPERSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION, SUBJECT TO THE AVAILABILITY OF FUNDING, FROM THE CORRESPONDING ACCOUNT NO. OTHER GRANT AIDS / NON — TIF REVENUE FUND - 10051.920101.883000.0000.00000, IN AN AGGREGATE AMOUNT NOT TO EXCEED ONE HUNDRED SIXTY-SEVEN THOUSAND FIVE HUNDRED DOLLARS AND ZERO CENTS ($167,500.00) ("FUNDS") TO ASSIST THE ORGANIZATIONS SET FORTH IN EXHIBIT "B," ATTACHED AND INCORPORATED HEREIN, IN PROVIDING ARTS & CULTURE PROGRAMS FOR THE PRESERVATION OF HISTORICAL CULTURAL HERITAGE, AS DESCRIBED IN THEIR RESPECTIVE PROPOSALS AS SET FORTH IN EXHIBIT "C," WITHIN THE REDEVELOPMENT AREA IN FISCAL YEAR 2024-2025 ("PURPOSE"); FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN AGREEMENT, INCLUDING ANY AND ALL DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO COUNSEL, FOR THE PURPOSE STATED HEREIN; PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. WHEREAS. the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its redevelopment area in accordance with the 2018 Updated Southeast Overtown/Park West Redevelopment Plan "Plan"); and WHEREAS, pursuant to Section 163.340(9) Florida Statutes, "community redevelopment means projects of a ... community redevelopment agency in a community redevelopment area for the elimination and prevention of the development or spread of slum and blight"; and WHEREAS, Section 2, Goal 4 of the Plan lists the "creati[on of] jobs within the community..." as a stated redevelopment goal; and City of Miami Page 1 of 3 File ID: 16827 (Revision:) Printed On: 10/28/2024 EXHIBIT "A" File ID: 16827 Enactment Number: CRA-R-24-0064 WHEREAS, Section 2, Goal 6 of the Plan, lists "improving the quality of life for residents", as a stated redevelopment goal; and WHEREAS, Section 2, Principle 4 of the Plan, states, "there must be variety in employment opportunities" as a stated redevelopment principle; and WHEREAS, Section 2, Principle 6 of the Plan lists "address[ing] and improving] c the neighborhood economy, and expand[ing] the economic opportunities ... this entails both the support and enhancement of existing businesses and local entrepreneurs," as a stated redevelopment principle; and WHEREAS, the organizations (Black Archives History and Research Foundation of South Florida, Inc., a Florida Not For Profit Corporation; Gateway Airport Concessions, Inc., a Florida Profit Corporation; Miami -Dade North Arts & Humanities Foundation, Inc., a Florida Not For Profit Corporation; Norwood Consulting, Inc., a Florida Profit Corporation; and Urgent, Inc., a Florida Not For Profit Corporation) (collectively, the "Organizations"), more particularly defined in Exhibit `B" attached and incorporated herein, provide arts & culture programming, which preserve the rich history of the redevelopment area and connect the community ("Purpose"); and WHEREAS, the Organizations listed in Exhibit `B," attached and incorporated herein, have completed applications and requested funding to assist in continuing to provide arts & culture programming, as described in their respective proposals as set forth in Exhibit "C," attached and incorporated herein; and WHEREAS, the Organizations' missions, individually, continue to align with the Plan and further the Purpose stated herein; and WHEREAS, the Board of Commissioners, on January 25, 2024, adopted Resolution No. CRA- R-24-0002, authorizing the Executive Director to disperse funds for expenditures in support of the "culture and arts programs" facilitated by the Organizations listed herein; and WHEREAS, the Board of Commissioners wishes to further authorize funding in an aggregate amount not to exceed One Hundred Sixty -Seven Thousand Five Hundred Dollars and Zero Cents ($167,500.00) ("Funds") to the Organizations listed and in the respective amounts, as set forth in Exhibit "B" for the Purpose stated herein; and WHEREAS, the Board of Commissioners finds that authorizing this Resolution would further the SEOPW CRA redevelopment goals and objectives; and WHEREAS, based on the recommendation and findings of the Executive Director, attached and incorporated herein as Exhibit "A," it is in the SEOPW CRA's best interest for the Board of Commissioners to authorize, by an affirmative four -fifths (4/5ths) vote, a waiver of competitive sealed bidding procedures, pursuant to Section 18-85 of the Code of the City of Miami, Florida, as amended ("City Code"), as adopted by the SEOPW CRA, to allocate said Funds, subject to availability, and to authorize the Executive Director to negotiate and execute any and all agreements necessary, all in forms acceptable to Counsel, for said Purpose; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: City of Miami Page 2 of 3 File ID: 16827 (Revision:) Printed on: 10/28/2024 EXHIBIT "A" File ID: 16827 Enactment Number: CRA-R-24-0064 Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. Pursuant to Section 18-85 of the City Code, as adopted by the SEOPW CRA, by a four -fifths (4/5'h) affirmative vote, after an advertised public hearing, the Executive Director's recommendation and written findings, attached and incorporated herein as Exhibit "A," that competitive negotiation methods and procedures are not practicable or advantageous to the SEOPW CRA, and waiving the requirements for said procedures are hereby ratified, approved, and confirmed. Section 3. The Executive Director is hereby authorized' to disperse the Funds, at his discretion, subject to the availability of funding from Other Grant Aids / Non-TIF Revenue Fund - 10051.920101.883000.0000.00000 to the Organizations and further the Purpose stated herein. Section 4. The Executive Director is authorized' to negotiate and execute an agreement, including any and all necessary agreements, all in forms acceptable to Counsel, for said Purpose. Section 5. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: V cer B'15�r el 10/17/2024 ' The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to those prescribed by applicable State law, City Charter and City Code provisions, as adopted by the SEOPW CRA. City of Miami Page 3 of 3 File ID: 16827 (Revision:) Printed on: 10/28/2024 Exhibit "B" Program Budget 12 EXHIBIT "B" GENT 1j/INC SARY South East Overtown Park West Community Redevelopment Agency 819 NW 2nd Ave., 3rd Floor Miami, FL 33136 Re: Soul Basel 2024 Grant Request Dear Mr. McQueen: October 10, 2024 We are writing to formally request a $6000 grant to support our upcoming event, "Our Voice Matters," which will take place during Overtown's Soul Basel in Miami from December 6-7, 2024. As a creative youth development organization based in Historic Overtown, we are deeply committed to empowering youth through creativity and self-expression. This immersive event will feature our youth -driven Photovoice Project, "Our Community, Ourselves," showcasing the power of photography and creative narrative to highlight youth perspectives on their communities. Grant funds for this event will support an opening gallery reception on Friday, December 6, 2024, and Family Arts Days on Saturday, December 7th. The event is expected to engage not only youth participants and their families but also other visitors to the community, fostering greater awareness, a sense of community, creativity, and self -empowerment. Our organization has produced a youth gallery show during Soul Basel since 2016, and through our programs, we have successfully supported countless young creatives in finding their voice through artistic expression. "Our Voice Matters" is a significant opportunity to extend this mission to a broader audience while celebrating the culture and history of Overtown. We would be happy to provide any additional information you may need. Our contact information is below. Thank you for considering this request. Sincerely, Dr. Saliha Nelson Chief Executive Officer saliha@ureentinc.org URGENT, Inc. [Organization's Legal Name] 1000 NW 1st Ave. Ste. 100 Miami, FL 33136 Enclosures: Organizational Overview, Success Stories, Organizational Goals, Budget, Portfolio 1000 NW 1st Ave. Ste. 100 Miami, FL 33136 1786-581-7821 I office@urgentinc.org EXHIBIT "B" Organizational Overview URGENT, Inc. has been a pillar in the Overtown community for the past 30 years. Since our founding in 1994, we have been dedicated to empowering young, creative minds to transform their lives and communities. Our programs focus on media arts, positive youth development. and career -connected learning, all designed to foster creativity, leadership, education, and empowerment. Over the years. we have successfully partnered with the South East Overtown Park West Community Redevelopment Agency, reaching over 500 youth since 2015. Our innovative approaches. such as the film arts culture entrepreneurship (FACE) internship program, have allowed us to create a significant impact in the lives of youth, families, and the broader community. Through events like "Our Voice Matters," we continue to prioritize youth empowerment and artistic expression while amplifying the voices of the next generation. We believe that by providing youth with the tools to tell their own stories, we can foster a deeper understanding and appreciation of the diverse communities that make up our city. To learn more about our work. visit www.urgentinc.org. EXHIBIT "B" GENT j o/ INC sARY Organizational Goals Project: Our Voice Matters: Our Community, Ourselves — A Photovoice Project Location: The Historic Lyric Theater, 819 NW 2nd Ave., Miami, FL 33136 Date: December 6-7, 2024 Event Goals: • Empower Youth through Art: Through the Our Community, Ourselves Photovoice Project, we aim to provide a platform for young creatives to share their stories, perspectives, and aspirations. • Foster Creative Expression: The event will encourage youth to use photography as a medium of self-expression, empowering them to tell their unique stories through visual narratives. • Inspire Community Engagement: By showcasing youth perspectives, we seek to spark dialogue within the community and inspire collective action toward positive change. • Celebrate Family and Culture: The event's Family Arts Day will bring the community together in a fun, creative environment, fostering family participation through interactive art activities, music, poetry, and a pop-up comic book shop. Detailed Event Schedule Friday, December 6, 2024 — Opening Paint & Sip Reception 5:00 PM — 8:00 PM Kick off the event with a fun and engaging evening of artistic exploration. Attendees can enjoy a paint -and -sip activity guided by a talented local artist while sipping on delightful beverages. This ticketed event offers an opportunity to unleash creativity and connect with the community. Saturday, December 7, 2024 — Paint & Pizza: Family Arts Day 11:00 AM — 3:00 PM Bring the whole family for a day filled with creativity, music, and fun. Family Arts Day will feature: • Interactive art activities, including painting and drawing • Live music and poetry performances • A youth -led Photovoice gallery tour • A pop-up comic book shop showcasing local artists and authors Event Summary Join us during Overtown's Soul Basel in Miami for "Our Voice Matters," a multi -day celebration of youth creativity and community. "Our Community, Ourselves," a powerful Photovoice Project, EXHIBIT "B" invites participants to explore the world through the lens of our youth, highlighting their unique perspectives on the issues that matter most to them. Youth Photovoice is more than just photography —it's a medium for self-expression, advocacy, and community engagement. Through this creative process, young individuals have the opportunity to advocate for change, express their identity, and inspire dialogue within their communities. Their visual storytelling brings attention to the challenges and triumphs they experience, sparking collective action toward positive change. We invite you to witness the incredible impact of these young voices and celebrate the vibrant culture and talent of our community's youth. Experience their artistry, explore their perspectives, and join us on this inspiring journey. EXHIBIT "B" 41110 ANT INC SARY Success Stories Success Story: Empowering Youth Voices and Showcasing Talent at Soul Basel Celebrating Creativity through Youth -Driven Comic Book Sales One of the standout successes from our Soul Basel event was the incredible response to our Youth Comic Book Series. Youth participants, many of whom had never seen themselves as creators, worked tirelessly to develop original comic books that reflected their personal stories, imaginations, and community experiences. These comic books were available for sale at the pop-up comic book shop during our Family Arts Day, offering them an authentic opportunity to experience the process of creating, distributing and selling their own work. Parents, community members. and visitors were thrilled to see the originality and skill of these young artists, and the comic book sales exceeded expectations, with numerous copies sold. For the youth involved, the success wasn't just financial; it was the realization that their ideas could resonate with an audience and that they had a place in the world of storytelling and artistic expression. A Moment of Pride: Youth Work Displayed in a Historic Venue For many of the Overtown families attending the event, the chance to see their child's work displayed at the Historic Lyric Theater was an unforgettable moment. The Lyric, with its deep roots in Overtown's cultural heritage, served as the perfect backdrop to highlight the creativity and vision of the youth artists. Parents beamed with pride as they saw their children's photographs and artwork, framed and showcased in such a prestigious venue. Children who may have previously seen art as a mere hobby suddenly found their work hanging in a venue that has hosted countless icons of Black culture and history. One parent shared, "Seeing my daughter's photo hanging in the Lyric Theater. knowing all the important history tied to this space —it makes me so proud. She worked so hard, and it means the world that her creativity is being recognized in such a meaningful way." Engaging Emerging Youth Artists in Soul Basel Another key highlight of the event was our intentional engagement of youth emerging artists and integrating them in the broader Soul Basel programming. Youth who had participated in our Photovoice Project or other art workshops were given the unique opportunity to not only display their work but also collaborate with established artists and participate in discussions on the intersection of art and community. These young artists had a dedicated space to showcase their work alongside other prominent local artists. positioning them as part of Miami's vibrant art scene. The visibility and validation they received helped to boost their confidence, and for many, it was the first step toward EXHIBIT "B" liG=NT gINC SARY exploring a future in the arts. As one young participant remarked, "Being a part of Soul Basel, where real artists are, made me feel like I'm one too. It's exciting to think that my work is being seen by people who come to this event every year." The Impact Through these experiences, youth participants not only honed their artistic talents but also gained valuable skills in storytelling, entrepreneurship. and self-expression. The Our Voice Matters event created a platform where their voices could be amplified, their creativity celebrated, and their future possibilities expanded. Parents, community leaders, and visitors alike were moved by the passion, talent. and vision of the next generation of artists, who demonstrated that the future of Miami's art scene is bright. EXHIBIT "B" Budget Budget Request: $6000 =NT INC ?-./ ,ARY 1. Equipment, Materials & Supplies: $2000 Display Equipment Rentals and Purchases: $700 Includes rental/purchase of easels, temporary walls. stands, and other necessary equipment for displaying art and photographs Art Supplies & Materials: $300 Includes paints, brushes, canvas, paper, and other necessary supplies for art activities during Family Day Printing & Framing: $900 Covers the cost of printing youth photos and professionally framing selected pieces for exhibition 2. Catering: $1500 Reception (Paint & Sip Event): $900 Includes beverages and light snacks for attendees Family Arts Day: $600 Includes snacks/meals and refreshments for families 3. Professional Services: $2500 Local Artists & Facilitators (Paint & Sip): $900 Artist fee to guide the paint -and -sip event, paid at a rate of $450/per session Docent Stipends (Gallery Tour): $600 Includes stipends for youth and staff docents to lead tours of the Photovoice exhibition, paid at a rate of $20/hr per docent Entertainment (DJ/Sound & Performance Support): $1000 DJ for Reception and Family Day and other entertainment or honorariums for performances and guest speakers 4. Contingency/Admin: $500 Allocated to cover unexpected costs in rentals, event insurance. supplies, or other unforeseen expenses Total Budget Request: $6000 EXHIBIT "B" Ourselves Exhibit "C" Insurance Coverages 13 EXHIBIT "C" INSURANCE REQUIREMENTS - ARTS & CULTURE URGENT, INC., a Florida Not -For -Profit Corporation 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 City of Miami listed as additional insured SEOPW CRA listed as additional insured Primary Insurance Clause Endorsement Contingent Exposures Included a. City of Miami 444 S.W. 2nd Avenue Miami, Florida 33130 Attn: Risk Management $ 1,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 b. Southeast Overtown/Park West Community Redevelopment Agency (SEOPW CRA) 819 N.W. 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 $ 300,000 B. Endorsements Required City of Miami listed as an additional insured SEOPW CRA listed as an additional insured Letter will be accepted if no auto exposure is associated with the scope of work. EXHIBIT "C" 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 Letter will be accepted if less than (4) employees. 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.