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HomeMy WebLinkAbout25988AGREEMENT INFORMATION AGREEMENT NUMBER 25988 NAME/TYPE OF AGREEMENT SEOPW CRA & DOPE & GOLD -YOUTH CONCEPT GALLERY, LLC DESCRIPTION GRANT AGREEMENT/OVERTOWN ARTS & MARKETPLACE FESTIVAL/FILE ID: 17930/CRA-R-25-0037 EFFECTIVE DATE February 19, 2026 ATTESTED BY TODD B. HANNON ATTESTED DATE 2/12/2026 DATE RECEIVED FROM ISSUING DEPT. 2/25/2026 NOTE GRANT AGREEMENT This GRANT AGREEMENT ("Agreement") is made as of this V \ day of frck ataiN 2026 ("Effective Date") by and between SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("SEOPW CRA"), and DOPE & GOLD -YOUTH CONCEPT GALLERY, LLC, a Florida Limited Liability Company ("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 Limited Liability Company that presents an array of arts & culture programming within the redevelopment area during Historic Overtown's annual showcase Soul Basel; and WHEREAS, on July 24, 2025, the SEOPW CRA Board of Commissioners (the "Board"), adopted Resolution No. CRA-R-25-0037, establishing the Public Art Activation and Beautification Grant Program ("Program") for the purpose of enhancing visual attractiveness in the SEOPW CRA redevelopment area and providing opportunities to Program applicants in an effort to preserve its rich and connect the community; and WHEREAS, Grantee submitted an application to the Program, attached hereto as Exhibit "A," requesting financial assistance from the SEOPW CRA and, in accordance with Program requirements, was selected to receive a grant in an amount not to exceed Five Thousand Five Hundred Dollars and Zero Cents ($5,500.00), which shall be used solely to underwrite approved costs associated with carrying out its arts & culture programming (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 1 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. 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, 2026, or when the Grant of Five Thousand Five Hundred Dollars and Zero Cents ($5,500.00) is expended, whichever occurs first. However, the following rights of the SEOPW CRA shall survive the expiration or early termination of this Agreement: to 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. RETROACTIVE PAYMENTS. Grantee may claim reimbursement for expenses and activities permissible under the terms of this Agreement and in accordance with the approved Program Budget, attached hereto as Exhibit `B," that occurred after September 1st, 2025 and before December 31st, 2025. c. 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 Five Thousand Five Hundred Dollars and Zero Cents ($5,500.00). In no event shall payments to Grantee under this Agreement exceed Five Thousand Five Hundred Dollars and Zero Cents ($5,500.00). 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 2 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. 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 Program -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, examination, excerpts, and transcriptions. Grantee, its contractors and subcontractors shall retain records related to this Agreement or the Program 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. 4 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 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 5 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. 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 6 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 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. 7 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 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 8 819 N.W. 2nd Avenue, 3rd Floor Miami, FL 33136 Email: JMcQueen@miamigov.com With copies to: Vincent T. Brown, Esq., Staff Counsel Email: VTbrownAmiamigov.com To Grantee: Dope & Gold -Youth Concept Gallery, LLC Aqua Etefia, Manager 2334 S.W. 82nd Tr. Ft. Lauderdale, FL 33068 Email: conceptshop85@gmail.com 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. ANTI -HUMAN TRAFFICKING AFFIDAVIT. The Grantee confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. The Grantee shall execute and submit to the SEOPW CRA an Affidavit in compliance with Section 787.06(13), Florida Statutes, attached an incorporated hereto as Attachment "A." If Grantee fails to comply with the terms of this Section, the SEOPW CRA may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the SEOPW CRA be liable to Grantee for any consequential or incidental damages. 32. 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. General Counsel Sign Name Print Name Address: 0 :3 vi1[1i '�ti c, ` oor (Yl`. in -, "i- -A2114 Sign Name G Print Name l' Hyvvf t address: NI Aj W Z. M cow %( - IiS.Y i5h • W J- b FIG !a' 21.1136 By: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, 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: David Ruiz Interim Director of Risk Management 10 DOPE & GOLD -YOUTH CONCEPT GALLERY, LLC, a Florida Limited Liability Company By: Aqua Etefia Manager 1 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. SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ATTEST: By: By: Todd B. Hannon James D. McQueen Clerk of the Board Executive Director APPROVED AS TO FORM AND APPROVED AS TO INSURANCE LEGAL SUFFICIENCY: By: Vincent T. Brown, Esq. General Counsel Sign Name: Print Name Address: Sign Name: Print Name IMfo'i-tc_ tb- s t, Address: b1' 4ttia 2 it r-t,1q i.YZ. .-01 Nal/ f'4ihe1 i Pi, r3 0., ur1 REQUIREMENTS:—DocuSigned by: By: 10 David Ruiz 55349B495F254B0... Interim Director of Risk Management DOPE & GOLD -YOUTH CONCEPT GALLERY, LLC, a Florida Limited Liability Company By: Aqua Ete is Manager Exhibit "A" Program Application 11 SEOPW CRA Public Art Activation and Beautification Grant Program SEOPW CRA PUBLIC ART ACTIVATION AND BEAUTIFICATION GRANT PROGRAM GRANT APPLICATION SECTION 1: APPLICANT INFORMATION Organization Name: youth concept gallery Primary Contact Person: aqua etefia Phone Number: 3055280493 Email Address: conceptshop85@gmail.com Website/social media (if applicable): www.youthconceptgallery.com Is the organization a registered 501(c)(3) Non-profit? (If yes, please attach a copy of your tax-exempt status.) Federal EIN or State Registration Number: 273104523 SECTION 2: PROJECT OVERVIEW Project Title: Type of Grant Requested (Please check box): O Tier 1 ($5,000) O Tier 2 ($15,000) 13 Tier 2 ($30,000) SECTION 3: EVENT/ACTIVATION DETAILS Event Type (Art Installation, Festival, Historical Exhibit, etc.): Community Arts fevistal Market Description of Event/Activation (max 300 words): Proposal: Overtown Arts & Marketplace Festi' Date(s) and Time(s): december 1st - december 8th Location(s): overtown / youth concept gallery NON-TIF (Tax Increment Financing) funding is used to support this program. SEOPW CRA Public Art Activation and Beautification Grant Program Will the event take place at a public venue? O Yes D No Is this a private venue with substantial public access? © Yes O No Estimated Attendance: Is this event (check all that apply) ❑✓ Family Friendly ❑ For Profit ❑✓ Open to the Public ❑ Requiring an Admission Fee SECTION 4: EDUCATIONAL OR HISTORICAL RELEVANCE How does your project include an educational or historical component, or highlight SEOPW CRA redevelopment? (Maximum of 300 words) emphasizing the educational and historic components of your event adds Overtown Arts SECTION 5: COMMUNITY ENGAGEMENT • How will your project involve or benefit the local Overtown community? (max 250 words) Excellent — showing how the Overtown Arts & Marketplace Festival will help comr 0 NON-TIF (Tax Increment Financing) funding is used to support this program. SEOPW CRA Public Art Activation and Beautification Grant Program SECTION 6: BUDGET BREAKDOWN Provide a budget that includes: • Artist fees • Production costs • Permits/security • Venue/rental fees • Other (please itemize) Attach quotes/invoices where available. SECTION 7: REQUIRED ATTACHMENTS ❑ Proof of nonprofit or business registration ❑ IRS W-9 form O Letters of support (optional but encouraged) ❑ Visual concept examples or mood board (if applicable) Grant recipients are required to submit documentation after the event is completed that, at a minimum, provides: O Total amount spent on the event. (Copies of receipts and invoices are required for processing.) O The number of attendees (not counting the applicant's organization or community partners). O All metrics requested regarding the Events Program Expense & Reporting Form O Failure to provide the information listed above within three months of the event's completion or the deadline specified in the grant agreement may disqualify the applicant and the event from future grant funding under this program. NON-TIF (Tax Increment Financing) funding is used to support this program. Exhibit "B" Program Budget 12 Art basel itemized budget 1. ADMIN & OPERATIONS $1,300 Project management / coordinator stipend: \$900 Admin software, printing, office supplies: \$250 Communications: \$150 2. GALLERY BUILD OUT / INFRASTRUCTURE $3,000 3. SOUND & TECH $1,000 4. ART SUPPLIES & MATERIALS $1,500 5. YOUTH EMPLOYMENT & COMMUNITY $2,500 6. MERCH (Tote Bags / Stickers / Posters / T-Shirts) $2,400 T-shirts (screen -printed, 50-75 pcs) $700 Tote bags (screen -printed, 100 pcs): $800 Stickers (custom, 300 pcs): $250 Posters / zines (design & print, 200 pcs): $450 Packaging & distribution: \$200 7. EQUIPMENT RENTAL (Tents, Tables, Chairs) $1,000 8. PROGRAMMING /ACTIVATIONS $1;500 9. CONTINGENCY & MISC. FEES $800 (reduced from\$1,000) * Permits / insurance / security / emergency items: \$600 * Unexpected costs buffer: \$200 © UPDATED SUMMARY Category Admin & Operations Gallery Build Out Sound & Tech Art Supplies & Materials 1 Amount I $1,300 $3,000 $1,000 $1,500 Youth Employment / Community $2,500 Merchandise (now incl. T-Shirts). $2,400 Equipment Rental (Tents, etc.) $1,000 Programming / Activations $1,500 Contingency / Misc. $800 TOTAL $15,000 Exhibit "C" Insurance Requirements 13 SPECIAL EVENTS INSURANCE I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami and SEOPW CRA listed ed as an additional insured Primary Insurance Clause Contingent and Contractual liability included Host liquor included as applicable City of Miami 444 SW 2nd Avenue Miami, Florida 33130 Attn: Risk Management Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Avenue, 3rd Floor Miami, Florida 33136 II. Business Automobile Liability (If Applicable) A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 300,000 B. Endorsements Required City of Miami included as an Additional Insured Letter may be provided if no auto exposure is anticipated III. Worker's Compensation (IF APPLICABLE) Limits of Liability Statutory -State of Florida Employer's Liability C. 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 may be provided, if less than (4) employees Attachment A Anti -Human Trafficking Affidavit 14 ATTACHMENT A - ANTI -HUMAN TRAFFICKING AFFIDAVIT The undersigned affirms, certifies, attests, and stipulates as follows: 1. The entity/individual is a nongovernmental entity authorized to transact business in the State of Florida (hereinafter, "nongovernmental entity"). 2. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the SEOPW CRA or one of its agencies, authorities, boards, trusts, or other SEOPW CRA entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2024). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2024), titled "Human Trafficking." 3. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes (2024). Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, I declare the following: a) I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct; and b) I am an officer, a representative, or individual of the nongovernmental entity authorized to execute this Anti -Human Trafficking Affidavit. FURTHER AFFIANT SAYETH NAUGHT. Nongovernmental Entity/Individual: °"a 641 —VOA Name: ct'A+ E) Title: U 11-e Signature: \� Office Address: iS2 79N c,vctIldii hj FL -Sc Email Address: col-4 irQt'kMain Phone Number: CERTIFICATE OF AUTHORITY (IF LIMITED PARTNERSHIP — L.P.) I HEREBY CERTIFY that at a meeting of the Board of Directors of , , a partnership organized and existing under the laws of the State of , held on the day of , 20, a resolution was duly passed and adopted, authorizing (Name) as (Title) of the partnership to execute agreements on behalf of the partnership and provides that their execution thereof, attested by a partner, shall be the official act and deed of the partnership. I further certify that said partnership agreement remains in full force and effect. Partner: Print: IN WITNESS WHEREOF, I have hereunto set my hand this , day of , 20_ Names and addresses of partners: Name Street Address City State Zip NOTARIZATION STATE OF ) ) SS: COUNTY OF ) THE FOREGOING INSTRUMENT was acknowledged before me by means of [ ] physical presence or [ ] online notarization on this day of , 20, by as , on behalf of said entity, who is ( ) personally known to me or ( ) has produced the following identification SIGNATURE OF NOTARY PUBLIC STATE OF FLORIDA COMMISSION EXPIRES PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this Agreement is authorized to sign documents on behalf of the joint venture. If there is no joint venture agreement, each member of the joint venture must sign this Agreement and submit the appropriate Certificate of Authority (corporate, partnership, or individual). NOTARIZATION STATE OF ) ) SS: COUNTY OF ) THE FOREGOING INSTRUMENT was acknowledged before me by means of [ ] physical presence or [ ] online notarization on this day of , 20 , by as , on behalf of said entity, who is ( ) personally known to me or ( ) has produced the following identification SIGNATURE OF NOTARY PUBLIC STATE OF FLORIDA COMMISSION EXPIRES PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC CERTIFICATE OF AUTHORITY (IF INDIVIDUAL OR SOLE MEMBER LLC) I HEREBY CERTIFY that, I (Name) r ' cj ti. c, , individually and doing business as (d/b/a) Ue—e. .L 60101- V c.1-1,1 Ccm 1 ,(Git(ff Applicable) have executed and am bound by the terms of the Agreement to which this attestation is attached. IN WITNESS WHEREOF, I have hereunto set my hand this I Di day of -f-4-6r"c``- , 20 -it. Signed: L-)1' Print: V ' r(� 9 uQ tf-ket,? NOTARIZATION STATE OF F10 r'�kCACL/ ) ) SS: COUNTY OF M l Ot.i`I l —� THE FOREGOING INSTRUMENT was acknowledged before me by means of ["4 physical presence or [ ] online notarization on this I DL—day of rebr Ctr , 20 2(0, by / Z q as , on behalf of said entity, who is ( ) personally known to me or ( y) has produced the following identification FG SIGNATURE OF NOTARY PUBLIC STATE OF FLORIDA COMMISSION EXPIRES 4. 0401/4., ANDREA VENICE SMITH I A, ! Notary Public • State of Florida Commission # 44 290869 ,., My Comm, Expires Nov 15, 2026 Bonded through National Notary Assr. qh PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC 9,5c°