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HomeMy WebLinkAbout25422AGREEMENT INFORMATION AGREEMENT NUMBER 25422 NAME/TYPE OF AGREEMENT SEOPW CRA & THE BLACK ARCHIVES, HISTORY & RESEARCH FOUNDATION OF SOUTH FLORIDA, INC. DESCRIPTION GRANT AGREEMENT/60TH ANNIVERSARY OF THE CIVIL RIGHTS ACT/FILE ID: 16827/CRA-R-24-0064 EFFECTIVE DATE January 21, 2025 ATTESTED BY TODD B. HANNON ATTESTED DATE 1/17/2025 DATE RECEIVED FROM ISSUING DEPT. 2/7/2025 NOTE GRANT AGREEMENT This GRANT AGREEMENT ("Agreement") is made as of this 2 IsT day of January 2025 ("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 THE BLACK ARCHIVES, HISTORY AND RESEARCH FOUNDATION OF SOUTH FLORIDA, 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], improv[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 Forty -Five Thousand Dollars and Zero Cents ($45,000.00), 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 1st, 2025, or when the Grant of Forty -Five Thousand Dollars and Zero Cents ($45,000.00) is expended, whichever occurs first. However, the following rights of the SEOPW CRA shall survive the expiration or early termination of this Agreement: to audit or inspect; to require reversion of assets; to enforce representations, warranties, and certifications; to exercise entitlement to remedies, limitation of liability, indemnification, and recovery of fees and costs. 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 Forty -Five Thousand Dollars and Zero Cents ($45,000.00). In no event shall payments to Grantee under this Agreement exceed Forty -Five Thousand Dollars and Zero Cents ($45,000.00). 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 termination 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 benefits of, or be subjected to discrimination under any program or activity receiving financial 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 harmless the SEOPW CRA, from and against all liabilities which may be asserted by an employee or former employee of Grantee, any of subcontractors, or participants in the Program, as provided above, for which the Grantee's liability to such employee, former employee, subcontractor, or participant would otherwise be limited to payments under state Worker's Compensation or similar laws. 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@miamigov.com miamigov.com With copies to: Vincent T. Brown, Esq., Staff Counsel Email: VTbrownC miamigov.com 8 To Grantee: The Black Archives, History and Research Foundation of South Florida, Inc. c/o Kamila E. Pritchett, Executive Director 819 N.W. 2nd Avenue Miami, FL 33136 Email: kpritchett@bahlt.org bahlt.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: Todd B H Clerk of the Board APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: Vincent T. Brown, Esq. Staff Counsel WITNESSES: Print: J ejk 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 es D. McQueen Executive Director APPROVED AS TO INSURANCE REQUIREMENTS: By: Ann -Marie Sharpe Director of Risk Management 10 THE BLACK ARCHIVES, HISTORY AND RESEARCH FOUNDATION OF SOUTH FLORIDA, INC., a Florida Not - For -Profit Corporation ("Grantee") Kamila E. Pritchett, Executive Director 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: By: Todd B. Hannon Clerk of the Board APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: Vincent T. Brown, Esq. Staff Counsel WITNESSES: BY: 1 71AI(TAA., Print: 10Y ?octh) (\ By:, Print: JeWek , it-.pt 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 REQ_LII ATTS: By: VV'atAJ Gbw,v5 l `J5(.b I 4t�... AnnMarxe Sharpe Director of Risk Management 10 THE BLACK ARCHIVES, HISTORY AND RESEARCH FOUNDATION OF SOUTH FLORIDA, INC., a Florida Not - For -Profit Corporation ("Grantee") Kamila E. Pritchett, Executive Director 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 improv[ing] 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 (4/5th) 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: ceT. ff counsel 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" T e B ac Arc ives History & Research Foundation of South Florida, Inc. at the Black Archives Historic Lyric Theater Cultural Arts Complex October 10, 2024 James McQueen, Director Southeast Overtown Park West Community Redevelopment Agency 819 NW 2"d Avenue, 3rd Floor Miami, FL 33136 Dear Mr. McQueen and Members of the Board, I am writing to you on behalf of The Black Archives History & Research Foundation of South Florida, Inc., to request your support for an upcoming initiative that promises to enrich our community's cultural landscape and honor a pivotal moment in our nation's history. We are excited to announce our plans for the exhibit, "Commemorating the 60th Anniversary of the Civil Rights Act," which aligns with the national Black History theme for 2025. This exhibit is scheduled to launch during Soul Basel 2024 and will continue through Black History Month 2024. It will serve as a powerful platform to showcase the civil rights struggle in the United States, utilizing the talents of local artists to bring this important story to life. To successfully curate, execute, and launch this exhibit, we are seeking funding support in the amount of $49,650 from the Southeast Overtown Park West Community Redevelopment Agency. This funding will be instrumental in covering the costs associated with the exhibit, including: • Curation and Execution: Engaging local artists to create compelling works that reflect the civil rights movement, ensuring the exhibit is both educational and inspiring. • Staffing During Soul Basel: Providing adequate staffing to manage and facilitate the exhibit, ensuring a seamless and enriching experience for all visitors. • Beautification of the Lyric Plaza & Dorsey House: Enhancing the aesthetic appeal of the Lyric Plaza through pressure cleaning and touch-up painting at the Dorsey House, creating an inviting environment for attendees. The Black Archives is committed to preserving and celebrating the rich history and culture of Black South Florida through activation of our properties in Overtown, and this exhibit represents a significant opportunity to engage our community in meaningful dialogue and reflection. We believe that with your support, we can create an impactful experience that honors legacy and inspires future generations. We are grateful for the ongoing partnership and support of the Southeast Overtown Park West Community Redevelopment Agency, and we hope you will consider this request favorably. Together, we can continue to foster a vibrant and culturally rich community. Thank you for your consideration. We look forward to the possibility of collaborating with you on this important initiative. Please feel free to contact me directly at 305-318-9584 or kpritchett@bahlt.org should you have any questions or require further information. Warm regards, Kamila E. Pritchett, Executive Director The Black Archives History & Research Foundation of South Florida, Inc. The Black Archives History and Research Foundation of South Florida, Inc. 819 Northwest Second Avenue, Miami, FL 33136 • bafPbahlt.org. 786.708.4610 • BAHLT.org EXHIBIT "B" Black Archives Organizational History The Black Archives History & Research Foundation of South Florida, Inc. was established in 1977 with a mission to collect, preserve, and disseminate the history and culture of Black South Florida. Over the past four decades, the organization has become a cornerstone of cultural preservation and education, dedicated to highlighting the rich heritage and contributions of African Americans in the region. Founded by Dr. Dorothy Jenkins Fields, The Black Archives began as a grassroots effort to document the history of Miami's Black community, which was at risk of being lost amidst urban development and societal changes. The organization quickly grew in scope and influence, establishing itself as a vital resource for historians, researchers, and the general public. Throughout its history, The Black Archives has been instrumental in the preservation and restoration of significant historical sites, including the Historic Lyric Theater, the D. A. Dorsey House, and the Dr. S.H. Johnson X-Ray Clinic (re -opening Fall 2024). These sites serve as cultural hubs, hosting a variety of programs, exhibitions, and events that celebrate and educate the public about the African American experience. In addition to acting as stewards of Black history, The Black Archives has also provided employment opportunities and job training for residents of the Overtown and surrounding areas, employing hundreds of locals in the 10 years since the Lyric Theater's 2014 reopening. The organization has consistently engaged the community through educational initiatives, public programs, and partnerships with local artists and cultural institutions. By fostering a deeper understanding of the past, The Black Archives aims to inspire future generations to appreciate and continue the legacy of those who have shaped the cultural landscape of South Florida. As we approach our 47th anniversary, The Black Archives remains committed to its founding principles, continually evolving to meet the needs of the community while preserving the stories and achievements of Black South Floridians. As a beacon of cultural excellence, the organization continues to play a pivotal role in the cultural and historical narrative of the region. EXHIBIT "B" Soul Basel Success Stories & Activation History The Black Archives' Soul Basel activations have consistently demonstrated success in community engagement and employment opportunities, enriching the cultural fabric of Overtown while providing significant economic benefits. Each activation has not only highlighted pivotal moments in Black history and culture but also activated local spaces with vibrant artistic expressions. 2023: Youth Concept Gallery: Black Art Matters at the Dorsey House Museum This activation focused on empowering young artists, showcasing their work in a historic setting. It engaged the community by providing a platform for youth expression and creativity, fostering a sense of ownership and pride among participants and attendees. 2021-22: If These Streets Could Talk This exhibit at the Lyric Theater highlighted the rich history of Overtown, celebrating its influential people, places, and events. It drew significant community interest and participation, offering educational insights into the neighborhood's legacy while employing residents as docents and support staff. 2021: Soul Basel Art Village Featuring local artists on the Lyric Plaza, this activation transformed the area into a vibrant hub of creativity. It provided artists with exposure and sales opportunities, while also employing community members in various roles, enhancing the local economy. 2017-18: Funky Turns 40, The Black Character Revolution This exhibit from the Museum of Uncut Funk in Pittsburgh celebrated the history of Black cartoon characters, attracting diverse audiences and sparking conversations about representation in media. It provided employment opportunities and engaged the community through interactive and educational programming. 2016-17: Vision of Our 44th President: Barack Obama An exhibit from the Charles H. Wright Museum in Detroit, this activation celebrated the legacy of President Obama, drawing visitors from across the region and national press. It offered jobs in exhibit management and security, while instilling pride in the community by honoring a significant figure in Black history. 2015-16: No More Blues: A Photographic Anthology Dedicated to Advocacy and Change for Black Lives This exhibit of photography by Cendino Teme from the Black Lives Matter protests around Miami. The exhibit was shown at the Ward Rooming House in Overtown and provided a space to have meaningful conversations and reflections around a pivotal moment in history, 2014-15: Purvis Young Homecoming: A Man Among the People Highlighting the life and works of Purvis Young, this exhibit showcased an extensive collection of his art, drawing art enthusiasts and scholars alike. It provided employment opportunities and reinforced Overtown's reputation as a center for cultural excellence. Each of these Soul Basel activations has successfully engaged the community, provided employment, and fostered a sense of pride and cultural appreciation. They have drawn visitors to Overtown, showcasing the area's rich cultural offerings and contributing to its economic vitality. EXHIBIT "B" ■ If These Streets Could Talk, 2021-22 Soul Basel Art Village 2021 Vision of Our 44th President: Barack Obama 2016-17 Youth Concept Gallery @ Dorsey House, 2023 TURAtB Funky Turns 40: The Black Character Revolution, 2017-18 No More Blues, 2015-16 Purvis Young Homecoming: A Man Among the People, 2014-15 EXHIBIT "B" Soul Basel Schedule/Goals: Dec 1: Private Donor Soul Basel Tea @ Dorsey House Dec 2: Miami MoCAAD film screening and exhibit launch Dec 6: Exhibit Reception and Sunshine Jazz Organization Performance **Detailed description of exhibit activation included at the end of this package EXHIBIT "B" Saul Basel 2024 Budget - Submitted by The Black Archives Lyric Theater Activation Estimated Costs MUCE Art Activation- Exhibit in Lyric Lobby, Activations & Call to Artists 44,650 (full cost breakdown attached) Project Manager - $5,000 Art Wall Rental - $10,000 Labor - $4,000 Graphic Design - $1,500 Printing $3,500 Opening reception - $6,150 Artlst Stipend (Inc.l 10 omits) $5,000 Comission Works - $3,000 Opening night °ri lery staff $1,503 Event staff $2,500 -Housekeeping (12/1-12/7) -Docent (12/1-12/7) -Security (12/1-12/7) Beautification - Lyric & Dorsey Paint @ Dorsey House & Pressure Cleaning Lyric Plaza $2,500 -Paint ($1,000) - -Pressure Cleaning ($1,500) Estimated CRA Request Total $49,650.00 AN !NI 1,744t..110 tJ fgsT (i, COMMEMORATING THE 6OTH ANNIVERSARY OF THE CIVIL RIGHTS ACT ACKNOWLEDGING LEGACY & FOSTERING PROGRESS /141A/141 GREATER MIAMI CONVENTION & VISITORS BUREAU EXHIBIT "B" Commemorating the both Anniversary of the Civil Rights Act December 4th 2024- February 28th 2025 EXHIBIT COST: TOTAL COST TO PRESENTER: $44,650 Non-refundable 301 deposit due to begin creative planning for exhibit: • Includes 3 month long exhibition Curation + installation + art load -in ( load -out (Art Walls: 8x8 • Graphic design + collateral printing • Exhibiting artist stipends • Commissioned Artwork • Openin ' rece! Lion & light bites • Production Timeline: Plan & Prep: OCT 15 - DEC 8 I • Installation: Nov 25 - Nov 30 ( Opening: Wednesday, December 4th 2024 A:A r„. 1 ITEMIZED BUDGET: • Project Manager: $5,000 • Art walls Rental: $10,000 (-5k) • Production Manager: (-$2,500) • Curator: $5,000 (-$500) • Installations I Labor: $4,000 (-$3,500) • Graphic Designer: $1,500 • Collateral Printing Brochure, Shirts, Poster: $3,500 • Opening Reception & Light Bites: $6,150 • Artist Stipend: $5,000 (10 artist) • Commission Works: $3,000 • Gallerist + Staff Opening Night: $i,500 Total: $44,650 Exhibit "C" Insurance Coverages 13 EXHIBIT "C" INSURANCE REQUIREMENTS - ARTS & CULTURE THE BLACK ARCHIVES, HISTORY AND RESEARCH FOUNDATION OF SOUTH FLORIDA, INC., a Florida Not -For -Profit Corporation I. II. 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 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 EXHIBIT "C" Letter will be accepted if no auto exposure is associated with the scope of work. 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.