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HomeMy WebLinkAbout24014AGREEMENT INFORMATION AGREEMENT NUMBER 24014 NAME/TYPE OF AGREEMENT SEOPW CRA & EYEBURBANTV.COM LLC DESCRIPTION GRANT AGREEMENT/PRODUCTION OF A MEDIA COMMUNITY INTERNET BROADCASTING STATION/FILE ID: 12140/CRA-R-22-0023 EFFECTIVE DATE August 17, 2022 ATTESTED BY TODD B. HANNON ATTESTED DATE 8/17/2022 DATE RECEIVED FROM ISSUING DEPT. 8/22/2022 NOTE 14 0 iLf GRANT AGREEMENT This GRANT AGREEMENT ("Agreement") is made as of this 11 4{1day of August ("Effective Date") by and between the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "SEOPW CRA"), and EYEURBANTV.COM LLC, a Florida limited liability corporation ("Grantee"). RECITALS A. WHEREAS, the SEOPW CRA is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2018 Southeast Overtown/Park West Community Updated Redevelopment Plan, as amended and restated (the "Updated Plan"); and B. WHEREAS, Section 2, Goa14 at page 10 of the Updated Plan lists the "creati[on of] jobs within the community" as a stated redevelopment goal; and C. WHEREAS, Section 2, Goal 5 at page 10 of the Updated Plan lists the "[p]romotion and marketing of the community" as a stated redevelopment goal; and D. WHEREAS, Section 2, Principle 6 at page 14 of the Updated Plan lists the promotion of "local cultural events, institutions, and businesses", as a stated redevelopment principle; and E. WHEREAS, Section 2, Principle 14 at page 15 of the Updated Plan lists "restor[ing] a sense of community and unify[ing] the area culturally" as a stated redevelopment principle; and F. WHEREAS, Grantee operates Community Internet Broadcasting Company (the "Program"), will produce, promote, and create media films, to tell the rich history and culture of the Overtown community. Broadcasting topics will include local news of businesses, organizations, and events. Grantee will provide internships to explore specialized tools, teach broadcasting etiquette, and develop hands-on real -world skills that can develop into a living -wage career.; and G. WHEREAS, on June 23, 2022, the Board of Commissioners passed and adopted Resolution No. CRA-R-22-0023 attached hereto as Exhibit "A", authorizing the issuance of a grant, in an amount not to exceed Sixty -Three Thousand Dollars and No Cents ($63,000.00) to Grantee to underwrite costs associated with the Program (the "Grant"); and H. WHEREAS, the parties wish to enter into this Agreement to set forth the terms and conditions relating to the use of the Grant. NOW, THEREFORE, in consideration of the mutual promises of the parties contained herein and other good and valuable consideration, receipt and sufficient 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. 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 underwrite costs associated with the Program, in accordance with Scope of Work and Budget in Exhibit `B", attached hereto and incorporated herein. The SEOPW CRA is not obligated to expend additional funds beyond the approved grant. 4. TERM. The term of this Agreement shall commence on the Effective Date written above and shall terminate upon the earlier of one (1) year from the Effective Date written above, full disbursement of Sixty -Three Thousand Dollars and No Cents ($63,000.00), or earlier as provided for herein; provided, however, that 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. 5. DISBURSEMENT OF GRANT. a. GENERALLY. Subject to the terms and conditions contained in this Agreement, the SEOPW CRA shall make available to Grantee up to Sixty -Three Thousand Dollars and No Cents ($63,000.00). In no event shall payments to Grantee under this Agreement exceed Sixty -Three Thousand Dollars and No Cents ($63,000.00). Payments shall be made to Grantee or directly to vendors on behalf of Grantee, only after the SEOPW CRA has received and approved requests for disbursement in accordance with the SEOPW CRA and Grantee approved Scope of Work and Budget. b. REQUESTS FOR DISBURSEMENT OF GRANT FUNDS. All requests for the disbursement of grant funds 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 grant funds in accordance with the Program's approved Scope of Work and Budget, as reflected in Exhibit "B". 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 Scope of Work and 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. c. CASH TRANSACTIONS PROHIBITED. The parties agree that no payment will be made to Grantee as a reimbursement for any Program -specific expenditure paid in cash. Grantee acknowledges that a cash transaction is insufficient per se to comply with record -keeping requirements under this Agreement. d. NO ADVANCE PAYMENTS. The SEOPW CRA shall not make advance payments to the Grantee or Grantee's vendors for services not performed or for goods, materials, or equipment which have not been delivered to the 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's activities in issuing the Grant. The SEOPW CRA agrees to provide notice of said guidelines and other requirements to Grantee in advance of requiring compliance with same. Without limiting the generality of the foregoing, 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's audit rights in Section 8(c) below, the Grantee acknowledges and accepts the SEOPW CRA's right to access the Grantee's records, legal representatives', and contractors' records, and the obligation of the Grantees to retain and to make those records available upon request, and in accordance with all applicable laws. The Grantee shall keep and maintain records to show its compliance with this Agreement. In addition, the Grantee's contractors and subcontractors must make available, upon the SEOPW CRA's 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. The 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. The Grantee shall deliver to the SEOPW CRA reports relating to the use of the Grant to the SEOPW CRA on a monthly basis, including details regarding supportive services provided to residents of the Redevelopment Area. Failure to provide said reports shall result in grant 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 the 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 Grant funds on hand at the time of such expiration. 10. REPRESENTATIONS; WARRANTIES; CERTIFICATIONS. Grantee represents, warrants, and certifies the following: a. INVOICES. Invoices for all expenditures paid for by Grant 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 Scope of Work and Budget set forth in Exhibit "B". b. EXPENDITURES. Funds disbursed under the Grant shall be used solely for the Program in accordance with the Scope of Work and Budget set forth in Exhibit "B". All expenditures of the Grant will be made in accordance with the provisions of this Agreement. c. SEPARATE ACCOUNTS. The Grant shall not be co -mingled with any other funds, and separate accounts and accounting records will be maintained. d. POLITICAL ACTIVITIES. No expenditure of Grant funds 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 a 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 applicableto or binding on any indenture, mortgage, deed oftrust, bank loan, or credit agreement, applicable ordinances, resolutions, or on the date of this Agreement, any other agreement or instrument to which the Grantee is a party; or (iii) contravenes or results in any breach of, or default under any other agreement to which the Grantee is a party, or results in the creation of any lien or encumbrances upon any property of the 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 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's name and/or logo, in acknowledgement of the SEOPW CRA's 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's 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's name and logo, confers or may be construed as conferring upon Grantee any right, title, or interest whatsoever in the SEOPW CRA's 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. 16. NO LIABILITY. In consideration for the Grant, Grantee hereby waives, releases, and discharges the City of Miami, the SEOPW CRA, its Board of Commissioners, officers, employees, agents, representatives, and 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. 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 grant funding authorized for the Services provided herein. In no event shall the SEOPW CRA be liable to Grantee for any additional compensation, other than that provided herein. 18. INDEMNIFICATION OF THE SEOPW CRA. The Grantee agrees to indemnify, defend, protect, and hold harmless the City of Miami, the SEOPW CRA, its Board of Commissioners, officers, employees, agents, representatives, and attorneys 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, 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 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 Grantee to comply with any of the paragraphs provisions herein; or (iii) the failure of 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 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 and incorporated herein, All such insurance, including renewals, shall be subject to the approval of the SEOPW CRA, or the City of Miami (which approval shall not be unreasonably withheld) for adequacy of protection and evidence of such coverage shall be furnished to the SEOPW CRA on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled, or materially changed during the performance of 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 SEOPWCRA. If, in the reasonable judgment of the SEOPW CRA, prevailing conditions warrant the provision by Grantee of additional liability insurance coverage or coverage which is different in kind, the 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 the SEOPW CRA's written notice, this Agreement shall be considered terminated on the date the required change in policy coverage would otherwise take effect. Upon such termination, the SEOPW CRA shall pay 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 Executive Director of the SEOPW CRA and Grantee as to the terms and conditions of this Agreement, the Executive Director of the SEOPW CRA and Grantee shall proceed in good faith to resolve the dispute. Ifthe parties are not able to resolve the dispute within thirty (30) days of written notice to the other, the dispute shall be submitted to the SEOPWCRA's Board of Commissioners for resolution within ninety (90) days of the expiration of such thirty (30) day period or such longer period as may be agreed to by the parties to this Agreement. The Board's decision shall be deemed final and binding on the parties. 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 conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms of this Agreement shall govern. f. WAIVER. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. g. SEVERABILITY. Should any provision contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida, then such provision shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, that same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. h. THIRD -PARTY BENEFICIARIES. No provision of this Agreement shall, in any way, inure to the benefit of any third party so as to make such third party a beneficiary of this Agreement, or of any one or more of the terms hereof or otherwise give rise to any cause of action in any party not a party hereto. 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 SEOPWCRA 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 the Grant. 25. NON-DELEGABILITY. The obligations of Grantee under this Agreement shall not be delegated or assigned to any other party without the SEOPW CRA's prior written consent which may be withheld by the SEOPW CRA, in its sole discretion. 26. CONSTRUCTION. This Agreement shall be construed and enforced in accordance with Florida law. 27. 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. If this Agreement should be terminated by the SEOPW CRA, 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. 28. 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: To Grantee: James McQueen, Executive Director Southeast Overtown/Park West Community Redevelopment Agency 819 N.W. 2nd Avenue, 3rd Floor Miami, FL 33136 Email: JMcQueen@miamigov.com With copy to: Vincent T. Brown, Esq., Staff Counsel Southeast Overtown/Park West Community Redevelopment Agency 819 N.W. 2nd Avenue, 3rd Floor Miami, FL 33136 Email: VTBrown@miamigov.com Andre L. Williams, Manager EyeUrbanTV.com LLC 1121 NW 3rd Avenue Miami, FL 33136 Email: EyeUrbanTV@gmail.com 29. 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. 30. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 31. MULTIPLE 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. 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 in, and made a part of this Agreement. IN WITNESS WHEREOF, in consideration of the mutual entry into this Agreement, for other good and valuable consideration, and intending to be legally bound, the SEOPW CRA and Grantee have executed this Agreement. ATTEST: Clerk of the Board SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes By: G ; am • cQueen xecutive Director APPROVED AS TO FORM AND APPROVED AS TO INS LEGAL SUFFICIENCY: By: Vincent T. Brown Chief Legal Counsel WITNESSES: By: af, Print: C? L «-H 2 i �-` �krk By: Print: REQUIREMENTS: Anne Marie arpe Director of sk Man. gement EYE ("G By: e . Willia s Manager LLC, a Florida non-profit corporation [SIGNATURE PAGE TO GRANT AGREEMENT] Exhibit "A" Resolution No. CRA-R-22-0023 Southeast Overtown/Park West Community Redevelopment Agency Legislation CRA Resolution: CRA-R-22-0023 File Number: 12140 Final Action Date:6/23/2022 THIS RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF A GRANT TO FLORIDA TO EYEURBANTV.COM, LLC ("EUTV"), LOCATED AT 1121 NW 3RD AVENUE, MIAMI, FL 33136, IN AN AMOUNT NOT TO EXCEED $63,000.00, TO UNDERWRITE COSTS ASSOCIATED WITH THE PRODUCTION OF A MEDIA COMMUNITY INTERNET BROADCASTING STATION; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION; AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS NECESSARY FOR SAID PURPOSE; FUNDS TO BE ALLOCATED FROM SEOPW CRA "OTHER GRANTS AND AIDS," ACCOUNT CODE NO. 10050.920101.883000.0000.00000; PROVIDING FOR INCORPORATION OF RECITALS AND PROVIDING FOR 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 Southeast Overtown/Park West Community Redevelopment Updated Plan (the "Updated Plan"); and WHEREAS, EUTV will produce, promote and create media films to tell the rich history and culture of the Overtown community. Broadcasting topics will include local news of businesses, organizations, and events. EUTV will provide internships to explore specialized tools, teach broadcasting etiquette, and develop hands-on real -world skills that can develop into a living -wage career. Over two hundred and fifty thousand users can access various topics twenty-four hours a day, seven days a week through user-friendly platforms. WHEREAS, Section 2, Goal 4 at page 10 of the Updated Plan lists the "creati[on of] jobs within the community" as a stated redevelopment goal; and WHEREAS, Section 2, Goal 5 at page 10 of the Updated Plan lists the "[p]romotion and marketing of the community" as a stated redevelopment goal; and WHEREAS, Section 2, Principle 6 at page 14 of the Updated Plan lists the promotion of "local cultural events, institutions, and businesses", as a stated redevelopment principle; and WHEREAS, Section 2, Principle 14 at page 15 of the Updated Plan lists "restor[ing] a sense of community and unify[ing] the area culturally" as a stated redevelopment principle; and WHEREAS, the Board finds that authorization of this Resolution would further the SEOPW CRA's redevelopment goals and principles; City of Miami Page 1 of 2 File ID: 12140 (Revision:) Printed On: 6/30/2022 File ID: 12140 Enactment Number: CRA-R-22-0023 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: 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. The Board of Commissioners hereby authorizes the issuance of a grant to EyeUrbanTV.com LLC, in an amount not to exceed $63,000.00, to underwrite costs associated with the production of a media community intemet broadcasting station. Section 3. The Executive Director is authorized to disburse funds, at his discretion, on a reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory documentation. Section 4. The Executive Director is authorized to execute all documents necessary for said purpose. Section 5. Funds are to be allocated from SEOPW "Other Grants and Aids," Account Code No. 10050.920101.883000.0000.00000. Section 6. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: 4 V' cen` oyc: att Co nsel 6/16/2022 City of Miami Page 2 of 2 File ID: 12140 (Revision:) Printed on: 6/30/2022 Exhibit "B" Scope of Work and Budget EYEURBAN 110 • Community Internet Broadcasting Company 1121 NW 3rd Ave Miami, FL33136 I eyeurbanty@gmail.com Mr. James McQueen, Director Southeast Overtown Park West Community Redevelopment Agency 819 NW 2nd Avenue, Floor 3 Miami, FL 33136 Dear Mr. McQueen: Thank you for the opportunity to submit a proposal to enhance our broadcasting capability from the Historic Community of Overtown. This letter will serve as a summary of the attached proposal. EYE URBAN TV — Community Internet Broadcasting Company's (EUTV-CIBC) mission is to produce and promote creative content and archive the rich history and culture of the Overtown Community and surrounding communities. The mission is carried out by promoting and hosting community heritage through media, film, and content broadcasted on a 24hr user accessible platform. We are seeking the support from the SEOPW CRA, to help promote community heritage implemented by programming that broadcast to over 250,000+ residents and tourists daily. Through creatively produced content, interviews, commercials, and events ranging from entertainment, exhibitions, education, and archiving, we have trained numerous interns from the community in media production and content creation. We know that with your support we can retain those training interns and provide media production skillsets in a variety of fields for future job potential. This also promotes entrepreneurship by teaching technology and current Innovations to inspire more creatives to tell our story and preserve our history. During our 11-year tenure, we have documented and maintained archives of pre and post developments in the community and has stored them for archival purposes. Our aim is to assist with the promotion and marketing of the community as a Cultural & Entertainment Destination and shift the negative connotations that television has produced about Overtown. Our belief is that by broadcasting positive imagery on our platform, this will aid in making the area more community pride. We are humbly requesting consideration from SEOPW CRA to fund our proposal. Your funding will allow us to increase our ability to broadcast quality entertainment and community programming to a wider audience while simultaneously allowing us to operate a successful community broadcasting platform daily. Respectfully, Andre "Soul" Williams CEO/FOUNDER — EYEURBANTV.COM, LLC EYEURBAN 411114 COMMUNITY INTERNET BROADCASTING COMPANY Specializing in Media Production and Content Creation 7/ A /7" �s1�� \\ 1 I I It . %)21 I I (1 RYA► `glIf f///l/�(11111.��'�01111g 0 N EYE URBAN TV -seeks to engage in escalating community economic development and prosperity by providing an OTT broadcasting network (Channel) designed to broadcast newly created and existing content and media productions directly to smart tv's and J mobile devices. Our niched broadcasted content will be geared for the African diaspora in our - immediate community, nation and abroad. This opportunity of networking, alignment, and support can alleviate many of those marketing and exposure challenges and begin to develop economic equality in our immediate business corridor. Documentaries ARTIST Pt1$$IO': gs ONE BROTHER COI EDTOWN ONE HOOD H000 *\11 P1.01A\VVT111111..w' P I11111A YANTOrn / 4IIJ1JIi 1I1 Www CURRENT CONTENT INCLUDES The latest exciting morning talk show in Miamihosted by entertainers Andre Soul and Lynei se Rachelle We discuss Politics. Local News, Global and National News. Entertainment and Social Media Shenanigans Tune inweekdais gam- 10am on YouTube Channel E1eUrbanTV and hear us on all Podcast Platforms or www EyeUrbdnTV. corn RNS Show is a FUN. INFORMATIVE. SOCIAL PLATFORM with conversations based upon the levels 01 blackness. the heading of our community. and bndging the gap between generational disconnect Hosted by community activist Dahmelc. pRtTI$T P5$$ION This personal dive into an artist' world brings an audience to full disclosure of how an artist. began to what they see a5 their development in the future. As unknown artist get their moment to shine, they also can pave the way for others to share and identify what makes what they do art and how it has become the "why" it their lives. Host Sassa Soul finds interesting IndIwduals to highlight their artistic journey on Artist Passion, one of the newest shows to hit the Eye Urban TV platform. WHAT'S GOOD N000 Whets Goodin the Hood is a show that promotes DIad' excellence in our communty highlighting restaurantscomrnunty business. and community organizations. Ourfirst senes ofthe showwell be highlighting restalnantsthat serve our communities everyday. In the efforts to economicalp support our communty and black busing ssesthe goal is to feature restaurants having guests rate the good. bad. and the in-betweenand what stood out most about the business DEMOGRAPHIC/AUDIENCE Our footprint is organic. Built over the years we have garnered vast global viewership. This diversity grants future growth in global viewership which converts to local income from advertising. DAILY VIEWERSHIP WOMEN MEN 0°'0 ■ United Kingdom ■ Jamaica IN Haiti a Latin Amenca • Africa AGE OF VIEWERS GENDER OF VIEWERS 20% 40% 60% 80% 100% ■ 25-34 Ir 35 - 44 ■45-54 ■ 55-64 ■ 65+ sie purchases. Accept credit cards & PayPal. wax OTT HOSTING PLATFORM uscreen [1:1 Upload & Organize Upload & organize content in categories, add custom filters & upload extras. Stream Live Stream On -Demand Schedule events in advance & build Showcase your content in a beautiful excitement with a countdown overlay. on -demand video catalog. Monetize Analyze L Launch Apps Otter subscriptions cr one-time Know what yotir audience likes & tap into Create a five-star streaming experience for your audience on any device. your best performing content. 1EYEURBAN110 WoiDPRESS etel END USERAVAILIBILITY (EYEURBAN • Roku • FireTV • Chromecast110 • Apple TV • Mi -India kiN 40,•*1 New $r itv f.:.:x We will establish a strong baseline for how users interact with the app. Changes will be adjusted to enhance the app based on metrics and user feedback. Analytics will allow us to carry out split -testing in the app to learn how effectively the product meets user needs. DOWNLOAD ONTO YOUR SMART TV OR MOBILE DEVICE DOWNLOAD TO ALL IOS OR ANDROID DEVICES ♦r_ MARKETING EFFORTS LOCAL PUBLICATIONS Tije jliami Linie5 Phase 1 Marketing efforts will consist of increasing resonance on ALL major local media outlets. Our goal is to make increased awareness and ease of use for acquiring and accessing our media channel. Billboards. radio announcements. and publications will be our immediate target. We are also cultivating strategic national alliances to further enhance our footprint in the broadcasting realm. ( RADIO CI4 TiCIDOil «� iHeartRADIO SOCIAL MEDIA J p1 yt out Watch The WUMMS 9am to 10am Mon -Fri OUTFRONT MEDIA CLEAR CHANNEL Billboard Ad strategically placed to garner more audience awareness e. OUR SERVICES INCLUDE MEDIA PRODUCTION * CONTENT CREATION * VIDEOGRAPHY * PHOTOGRAPHY * COMMERCIALS * GRAPHICS * MEDIA CONSULTATION * BUSINESS CONSULTATION * EVENT PRODUCTION 60 second commerc ,.v.»t,. Ergot til9�lii cot Oliptudta RUN YOUR BUSINESS AD 30 or 60 Second Commercial on the FOR AS LOW AS *$18 PER AD RUN SCALE YOUR BUSINESS BY ADVERTISING Commercial Ad ' Static Ad • On -Show Mentic mLIPSAN $36 per Ad Run (9 or less) $27 Per Ad Run (10 +) $18 Per Ad Run (21 +) Conswt -worth us today can. 17861194-C659 w envoi eyeeOtl iO7 u 1 CLIENTS AND BRANDS Here are current and past clients that we have worked with. Brand building, Logo/Brand Creation, Event Production and consultations. WORLDCENTER •VERTMWN NN*IMENN KEEEIIAiMN*. TOE CHICLE IF DRONIA0000 OPAL [MffAM OPMENT TERM �3 DRT BEHAVIORAL —6 &MiMit. PLL —..- RELATED SUITE' EH R B A N Two Itootouroni At eA COMMUNITY EVENTS URBAN SOUL EXPERIENCE * B2C (Business 2 Consumer) * EUTV Kids * ACKTBASEL 919 Sliest Magna* Ma/ MM 9MWWa NW ?Ware URBAN SOUL EXPERIENCE - 3 DAY ART EZHtBIT WITH FOOD. MUSIC. PERFORMANCES AND CULTURE! HELD DURING ART RA MIAMI OUR NON-PROFIT ENTITY THAT FOCUSES ON THE EDUCATION.. SUPPORT AND ADVOCACY OF MEN DEALING WITH PROSTATE CANCER AND PROSTATE ISSUES. BUSINESSC2 CONSUMER EXPEREINCE MONTHLY POP-UP EVENT LEADING UP TO YE*RLY EXPO IN T` ' ING FOUNDATION 9N F Ayahsi Rottote Cancer EUTY COM$UNIT► KIQS CREA`n VE PASSAGES SATURDAYAUGUST 1st. 2020 9AM to 1PM px Wary Hate EUTV COMMUNITY KIDS — SUMMER PROGRAM FOR KIDS THE CLASSICS & HOUSE MUSIC WEEKEND RECTED March 2021 YEARLY INTERNATIONAL EVENT HOSTING DJ'S AND PERFORMERS NEW MEDIA CONFERENCE IS A YEARLY EVENT THAT EMPHIJJFS ON CONTENT CREATION AND HOSTING PLATFORMS 1011 a t STUDIO EUTV STUDIO is a 7OU. square ft. facility that features a modest broadcasting set-up that allows us to Imestream to varous platforms simultaneously. We're small but pack a powertui punch with uploads speeds at 3S.2mp,s. Wltete most of our productions occur in the field. EUTV Studio provides a sturdy set up tor in -studio work and interviews. w gra a r BUSINESS FORMATION EYE URBAN TV.COM, LLC is a corporation registered in the state of Florida 11 yrs. and counting. Business Address: 1121 NW 3rd Ave Miami, FL 33136 Hours of Operation: Mon — Fri, 10am to 6pm Phone: (786) 294-0659 1 Email: ,;ik om Owner — Andre Soul Williams Staff: 1(FT), 1(PT), 4 (sub -contractors) YouTube: EYE URBAN TV — CIBC Facebook: EYE URBAN TV Instagram: EYE URBAN TV Twitter: EYE URBAN TV Tax ID: Available Upon Request i THE OVERVIEW EYE URBAN TV is a Community Internet Broadcasting Corporation that Specializes in Media Production and Content Creation. Our unique partnership with Video Mix TV - Channel 11.5, offers exposure for businesses, organizations, events or products to over 250,000+ household viewers. Daily operations will consist of broadcasting media productions and creative content on our own video platform, which enables us to have more control over our community narrative and broadcast uninterrupted. EUTV will capture and display community events, narratives, cultural events and overall enhance equity across local businesses within the Overtown Business District and surrounding communities. These businesses will provide commercial ads, or have one created by Eye Urban TV, to run as commercials between segments of our shows or creative content. Our goal for 2022 is to increase our reach and media capabilities by offering viewers the ability to watch all our content (24 hours) directly on our website or via our mobile app. Simultaneously we will increase the coverage of local events and provide video productions of said events to broadcast over the media platform. We will broadcast, local, national, and international content as it pertains to the community and its diaspora. CURRENT OPERATIONS We are providing established and start-up businesses with media production and content creation at a reduced community rate. We are also consulting with these businesses to enhance their marketing and media exposure. Our client base includes: 2 Guys, Urgent Inc, Suite 110, The Development Firm, Folk Life Friday, Black Archives Lyric Live Event, and Groovin' Bean, as well as smaller start-ups which includes: FRAN Unique Services, Love Errands and Keen Prestine Cleaning Services. PRODUCTIONS We produce the hit morning show, Wake — Up Miami Morning Show, which has been LIVE -STREAMED daily from 9am-10am for 2+ years with over 550 shows aired to date. During the morning show we provide interviews for businesses and individuals. We also provide product and event mentions on our Community Radar segment. To date we have conducted over 100 in-house interviews and virtual interviews from New York all the way to California. Our weekly newsletter supports our efforts in promoting local businesses, organizations and initiatives, while providing our elite database with information. DEMOGRAPHIC/AUDIENCE Our footprint is organic. Built over the years we have garnered vast global viewership. This diversity grants future growth in global viewership which converts to local income from advertising. Daily Average Geography of Viewership United States Jamaica United Kingdom Canada Haiti Barbados 1,939 759 256 49 46 22 Daily Average Ages of Viewership 25-34 6.6% 35-44 13% 45-54 28.3% 55-64 26.4% 65+ 25.8% Daily Average Social Media Viewership YouTube Facebook VMixTV Overall Impressions on Social Media Views: 5,553 Views: 3,708 Views: 250,00+ YouTube Men: 30% Men: 30% Men: 60% Facebook Women: 70% Women: 70% Women: 40% VMixTV Overall Impressions: 48,457 Stand-alone Player Viewership Overall Monthly Viewership: 11,773 COMMUNITY IMPACT Eye Urban TV provides a creative environment for our interns to train and allow creative expression to develop from concept to full production. We have trained individuals throughout the metro area and have conducted media production workshops with kids residing in our immediate community. To date we have Trained over 40 individuals in Media Production and Content Creation in the areas of: Camera Operation; Scripting and Theatrics, Video Logging and Editing along with current internet broadcasting techniques and operating systems. Most are still sub -contracted by EUTV for media services and 2 are current team members of EUTV one being the daily show producer of our morning show, and both host their own monthly shows. PRICING AND SERVICES We offer community rates in order to improve community equity. EYE URBAN TV will feature a niche content portfolio which will feature: Ads for monetization Interviews and Infomercials Tailored content and NEW Show Ideas Music Videos and Live Performances Local, National and International Movies Web Series —Taping Production & Hosting Content Sunday Sermons & Video Obituaries 2022 Prospective Studio Enhancement& Operations Activation Budget UScreen App $18,000.00 Marketing, Radio, Billboards, Publications $14,000.00 Studio Renovation Audio Production Booth $9,000.00 Studio Lights $9,000.00 Webcams/Studio Equipment $7,500.00 Broadcasting Internet $4,000.00 Upgrade Security (Doors) $1,500.00 Security Cams $800.00 TOTAL AOUNT REQUESTED $63,000.00 Exhibit "C" Insurance Requirements INSURANCE REQUIREMENTS - EyeUrbanTV.com, LLC 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 & Southeast Overtown Park West Community Redevelopment Agency listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement The City of Miami Ann.: Building Department 444 SW 2nd Avenue Miami, FL 33130-0000 II. Business Automobile Liability Southeast Overtown Park West Community Redevelopment Agency 819 NW 2nd Ave 3rd Floor Miami, FL 33136-0000 A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami & Southeast Overtown Park West Community Redevelopment Agency listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation IV. Employer's Liability 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 V. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim $1,000,000 General Aggregate Limit $1,000,000 Retro Date Included 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.