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HomeMy WebLinkAbout24058AGREEMENT INFORMATION AGREEMENT NUMBER 24058 NAME/TYPE OF AGREEMENT SEOPW CRA & THE BLACK ARCHIVES, HISTORY RESEARCH FOUNDATION OF SOUTH FLORIDA, INC. DESCRIPTION GRANT AGREEMENT/CONTINUED OPERATION OF THE LYRIC THEATER CULTURAL HERITAGE INSTITUTE/FILE ID: 4836/CRA-R-18-0043 EFFECTIVE DATE September 8, 2022 ATTESTED BY TODD B. HANNON ATTESTED DATE 9/7/2022 DATE RECEIVED FROM ISSUING DEPT. 9/8/2022 NOTE aLto5a GRANT AGREEMENT Q h Scpkrmbt( This GRANT AGREEMENT ("Agreement") is made as of this day off, 2022 ("Effective Date") by and between the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA"), and THE BLACK ARCHIVES, HISTORY AND RESEARCH FOUNDATION OF SOUTH FLORIDA, INC., a Florida non-profit corporation ("Grantee"). RECITALS A. WHEREAS, the CRA is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2009 Southeast Overtown/Park West Community Redevelopment Plan, as amended and restated (the "Plan"); and B. WHEREAS, Section 2, Goal 1, at page 11, of the Plan lists the "[p]reserv[ation off historic buildings and community heritage," as a stated redevelopment goal; and C. WHEREAS, Section 2, Principal 6, at page 15, of the Plan states, "local cultural events, institutions, and businesses are to be promoted" as a stated redevelopment principle; and D. WHEREAS, Section 2, Principal 8 and 14, at page 15, of the Plan further states that "older buildings that embody the area's cultural past should be restored" and the area's sense of community should be restored and unified culturally; and E. WHEREAS, the Grantee is a non-profit organization with a mission to collect, preserve, and disseminate the history and culture of black South Florida from 1986 to the present, and as such, the Plan recognized the Grantee as a community stakeholder responsible for the promotion and preservation of the community's cultural heritage; and F. WHEREAS, in furtherance of its mission, the Grantee requested a grant to underwrite costs associated with the continued operation of the Cultural Heritage Institute at the Lyric Theater Cultural Arts Complex and for the provision of job training services to residents of the Redevelopment Area at the Lyric Theater Cultural Arts Complex ("Program"); and G. WHEREAS, on April 28, 2022, the Board of Commissioners passed and adopted Resolution No. CRA-R-22-0012, attached hereto as Exhibit "A", authorizing the issuance of a grant to the Grantee for the Program, in an amount not to exceed Seven Hundred Thousand Dollars and No Cents ($700,000.00) annually, subject to annual budget approval, over the next four (4) years September 30, 2022 — October 1, 2023, September 30, 2023 — October 1, 2024, September 30, 2024 — October 1, 2025, and September 30, 2025 — October 1, 2026, for a total commitment of Two Million Four Hundred Thousand Dollars and No Cents ($2,800,00.00); and H. 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 sufficient of which is hereby acknowledged, the 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. Page 1 of 9 2. GRANT. Subject to the terms and conditions set forth herein and Grantee's compliance with all of its obligations hereunder, the CRA hereby agrees to make available to the 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 the Scope of Work and Budget set forth as Exhibit `B", attached hereto and incorporated herein. The CRA is not obligated to expend additional funds beyond the approved grant. 4. TERM. The term of this Agreement shall commence on April 28, 2022 and shall be renewed once a year over a four year period, subject to annual budget approval, terminating four (4) calendar years October 1, 2022 — October 1, 2023, October 1, 2023 — October 1, 2024, October 1, 2024 — October 1, 2025, and October 1 2025 — October 1, 2026 from the commencement date, or earlier as provided for herein; provided, however, that the following rights of the 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 CRA shall make available to Grantee up to Seven Hundred Thousand Dollars and No Cents ($700,000.00). In no event shall payments to Grantee under this Grant agreement exceed Seven Hundred Thousand Dollars and No Cents ($700,000.00). Payments shall be made to Grantee or directly to vendors on behalf of Grantee, only after receipt and approval of requests for disbursements. b. PRE -APPROVAL OF EXPENSES. Grantee agrees to submit to the CRA all requests for the expenditure of Grant funds for pre -approval by the CRA. Failure to submit said requests prior to incurring expenses may result in the Grantee bearing the costs incurred. The CRA shall review said requests to ensure that the expense sought to be incurred by the Grantee is an expense within the Scope of Work and Budget attached hereto as Exhibit "B", and the CRA reserves the right to deny any and all requests it deems to be outside of the scope and budget. c. REQUESTS FOR DISBURSEMENT OF GRANT. All requests for the disbursement of grant funds by the Grantee shall be certified by the Grantee's authorized representative. All requests for disbursement of grant funds must be in writing and must be accompanied by supporting documents reflecting the use of grant funds and/or expenditures incurred, and that said request is being made in accordance with the Program's approved Scope of Work and Budget and for expenditures incurred during the Term of this Agreement, 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. The Grantee agrees that all invoices or receipts reflecting the expenses incurred in connection to the Program shall be in the name of the Grantee, and not in the name of the CRA in light of the Grantee's inability to bind the CRA to any legal and/or monetary obligation whatsoever. The CRA retains the right to request additional supporting documentation, or additional explanation for any and all expenses incurred by the Grantee. Grantee's failure to provide additional supporting documentation or additional explanation regarding expenses incurred shall serve as grounds for immediate termination of this Agreement, and the Grantee shall bear the costs associated with any expenditures not approved by the CRA prior to the date of termination. Grantee understands and acknowledges that the CRA shall not disburse grant funds for any expense that has not been previously approved by the CRA in accordance with Section 5(b) above, and that such expenses shall be borne solely by the Grantee. Page 2 of 9 d. 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. e. NO ADVANCE PAYMENTS. The 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 CRA's activities in issuing the Grant. 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 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 CRA's audit rights in Section 8(c) below, the Grantee acknowledges and accepts the 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 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 CRA reports relating to the use of the Grant as requested by the CRA, from time to time. Failure to provide said reports shall result in grant funds being withheld until the Grantee has complied with this provision. Thereafter, continued failure by the Grantee in providing such reports shall be considered a default under this Agreement. c. AUDIT RIGHTS. The 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. The Grantee agrees to cooperate with the CRA in the performance of these activities. Such audits shall take place at a mutually agreeable date and time. Page 3 of 9 d. FAILURE TO COMPLY. The Grantee's failure to comply with these requirements or the receipt or discovery (by monitoring or evaluation) by the CRA of any inconsistent, incomplete or inadequate information shall be grounds for the immediate termination of this Agreement by the CRA. 9. UNUSED FUNDS. Upon the expiration of the term of this Agreement, the Grantee shall transfer to the CRA any unused Grant funds on hand at the time of such expiration. 10. REPRESENTATIONS; WARRANTIES; CERTIFICATIONS. The Grantee represents, warrants, and certifies the following: a. INVOICES. Invoices for all expenditures paid for by Grant shall be submitted to the CRA for review and approval in accordance with the terms set forth in this Agreement. The 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. The Grantee shall be liable to the 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 the 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 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. The 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, the 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. The Grantee is familiar with the following provisions regarding conflict of interest in the performance of this Agreement by the Grantee. The Grantee covenants, represents and warrants that it will comply with all such conflict of interest provisions: Page 4 of 9 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 CRA shall not be liable to the Grantee for amendment or termination of this Agreement pursuant to this Section. 14. MARKETING. a. PUBLICATION. In the event the Grantee wishes to engage in any marketing efforts, the Grantee shall, if approved by the CRA in accordance with Section 14(b) below, produce, publish, advertise, disclose, or exhibit the CRA's name and/or logo, in acknowledgement of the CRA's contribution to the Program, in all forms of media and communications created by the 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 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. The Grantee further agrees that the 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 the Grantee's use of the CRA's name and logo, confers or may be construed as conferring upon the Grantee any right, title, or interest whatsoever in the CRA's name and logo beyond the right granted in this Agreement. 15. DEFAULT. If the Grantee fails to comply with any term or condition of this Agreement, or fails to perform any of the Grantee's obligations hereunder, and the Grantee does not cure such failure within thirty (30) days following receipt of written notice from the CRA that such failure has occurred, then the Grantee shall be in default. Upon the occurrence of such default hereunder the CRA, in addition to all remedies available to it by law, may immediately, upon written notice to the Grantee, terminate this Agreement whereupon all payments, advances, or other compensation paid by the CRA directly to the Grantee and utilized by the Grantee in violation of this Agreement shall be immediately returned to the CRA. The Grantee understands and agrees that termination of this Agreement under this section shall not release the Grantee from any obligation accruing prior to the effective date of termination. 16. NO LIABILITY. In consideration for the Grant, the Grantee hereby waives, releases and discharges the 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 the Grantee, its officers, directors, members, employees, agents, representatives, with respect to any of the provisions of this Agreement or performance under this Agreement. 17. INDEMNIFICATION OF THE CRA. The Grantee agrees to indemnify, defend, protect and hold harmless the 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, 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 Page 5 of 9 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 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 CRA; or (ii) the failures of the Grantee to comply with any of the paragraphs 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 CRA, from and against all liabilities which maybe 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. 18. 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 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 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 CRA. Completed Certificates of Insurance shall be filed with the CRA, to the extent practicable, prior to the performance of Services hereunder, provided, however, that Grantee shall at any time upon request by CRA file duplicate copies of the policies of such insurance with the CRA. If, in the reasonable judgment of CRA, prevailing conditions warrant the provision by Grantee of additional liability insurance coverage or coverage which is different in kind, 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 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, 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. 19. DISPUTES. In the event of a dispute between the Executive Director of the CRA and the Grantee as to the terms and conditions of this Agreement, the Executive Director of the CRA and the Grantee 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 dispute shall be submitted to the CRA'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. 20. 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 CRA and the Grantee relating to the Agreement. Any promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. Page 6 of 9 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. 21. AMENDMENTS. No amendment to this Agreement shall be binding on either party, unless in writing and signed by both parties. 22. DOCUMENT OWNERSHIP. Upon request by the CRA, all documents developed by the Grantee shall be delivered to the CRA upon completion of this Agreement, and may be used by the CRA, without restriction or limitation. The 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 CRA to the Grantee pursuant to this Agreement shall at all times remain the property of the CRA, and shall not be used by the Grantee for any other purpose whatsoever, without the written consent of the CRA. 23. AWARD OF AGREEMENT. The Grantee warrants that it has not employed or retained any person employed by the 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 CRA any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of the Grant. Page 7 of 9 24. NON-DELEGABILITY. The obligations of the Grantee under this Agreement shall not be delegated or assigned to any other party without the CRA's prior written consent which may be withheld by the CRA, in its sole discretion. 25. CONSTRUCTION. This Agreement shall be construed and enforced in accordance with Florida law. 26. TERMINATION. The 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 CRA, the CRA will be relieved of all obligations under this Agreement. In no way shall the 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 CRA: James McQueen, Executive Director Southeast Overtown/Park West Community Redevelopment Agency 819 N.W. 2nd Avenue, 3`d Floor Miami, FL 33136 Email: jmcqueen@miamigov.com To Grantee: With copy to: Vincent T. Brown, Esq., Staff Counsel Email: vtbrown@miamigov.com Timothy Barber, Executive Director The Black Archives, History and Research Foundation of South Florida, Inc. 819 N.W. 2nd Avenue Miami, FL 33136 Email: TBarber@theblackarchives.org 28. INDEPENDENT CONTRACTOR. The 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 CRA, and shall not attain any rights or benefits under the civil service or retirement/pension programs of the CRA, or any rights generally afforded its employees; further, they shall not be deemed entitled to Florida Workers' Compensation benefits as employees of the 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. 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. Page 8 of 9 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 CRA and the Grantee have executed this Agreement. ATTEST: By: Todd B. anno James McQueen, Clerk of the Board Executive Direc SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuance to Section 163.356, Florida Statutes APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: Vincent T. Brown, Esq., Staff Counsel WITNESSES: Prin By: ✓Illm1 I i T (,4 Print: T. Icki c, 1302 THE BLACK ARCHIVES, HISTORY AND RESEARCH FOUND TION OF SOUTH FLORIDA, INC., a Florid. • . s . ofit corpora ieirf`' rantee"): By: Page 9 of 9 Timothy A. Barber, Executive Director EXHIBIT "A" CRA-R-22-0012 Southeast Overtown/Park West Community Redevelopment Agency Legislation CRA Resolution: CRA-R-18-0043 File Number: 4836 Final Action Date:9/24/2018 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("CRA"), AUTHORIZING A GRANT, FOR A FOUR-YEAR PERIOD IN AN AMOUNT NOT TO EXCEED $600,000.00 PER YEAR, TOTALING IN AN AMOUNT OF $2.4 MILLION DOLLARS, SUBJECT TO ANNUAL BUDGET APPROVAL, TO THE BLACK ARCHIVES HISTORY AND RESEARCH FOUNDATION OF SOUTH FLORIDA, INC. TO UNDERWRITE COSTS ASSOCIATED WITH THE CONTINUED OPERATION AND PROGRAMMING OF THE LYRIC THEATER CULTURAL HERITAGE INSTITUTE FOR THE 2018, 2019, 2020 AND 2021 CALENDAR YEARS, COMMENCING FISCAL YEAR 2018; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS, ON AN ANNUAL BASIS, AT HIS/HER 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 TAX INCREMENT FUND, ENTITLED "OTHER GRANTS AND AIDS," ACCOUNT CODE NO. 10050.920101.883000.0000.00000. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("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 2009 Southeast Overtown/Park West Redevelopment Plan ("Plan"); and WHEREAS, Section 2, Goal 1, at page 11, of the Plan lists the "preserv[ation of] historic buildings and community heritage" as a stated redevelopment goal; and WHEREAS, Section 2, Principle 6, at page 15, of the Plan states, "local cultural events, institutions, and businesses are to be promoted" as a stated redevelopment principle; and WHEREAS, Section 2, Principles 8 and 14, at page 15 of the Plan further states that "older buildings that embody the area's cultural past should be restored" and the area's sense of community should be restored and unified culturally; and WHEREAS, Page 93 of the Plan states that "[t]he CRA will assist in The Black Archives, History & Research Foundation of South Florida, Inc.'s on -going efforts to rehabilitate the theater and make available related support facilities;" and WHEREAS, over the years the CRA has supported Black Archives History and Research Foundation of South Florida. Inc., and were successful in opening the Lyric Theater Cultural Arts Complex ("Lyric Theater").; and City of Miami Page 1 of 3 File ID: 4836 (Revision: C) Printed On: 10/1/2018 File ID: 4836 Enactment Number: CRA-R-18-0043 WHEREAS, Black Archives History and Research Foundation of South Florida, Inc. has hosted exciting programming such as the South Florida Marching Band Precision Camp, Lyric Live, Visions of our 44th President, Living Legends, and ICONS; and WHEREAS, Black Archives History and Research Foundation of South Florida, Inc. was able to forge partnerships with the Greater Miami Convention & Visitors Bureau, Visit Florida, Big Bus, the Bass Museum, and Coca-Cola; and WHEREAS, Black Archives History and Research Foundation of South Florida, Inc. seeks support from the CRA to continue operations of the Lyric Theater Cultural Heritage Institute for the 2018 calendar year; and WHEREAS, the Board of Commissioners wishes to authorize a grant, in an amount not to exceed $600,000.00 annually for four years, subject to annual budget approval, to Black Archives History and Research Foundation of South Florida, Inc., to underwrite costs associated with the continued operation and programming of the Lyric Theater Cultural Institute for the 2018 calendar year; and WHEREAS, awarding a four year commitment will assist in attracting matching funds to support its programs. It will also assist in expanding Black Archives History and Research Foundation of South Florida, Inc.'s marketing and media efforts, create and attract more programming at the Lyric Theater, and continue to develop its archive collection; and WHEREAS, the Board of Commissioners finds that authorization of this Resolution would further the aforementioned redevelopment goal and principles; 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 a grant, in an amount not to exceed $600,000.00 annually over the next four years, subject to annual budget approval, totaling an amount of $2.4 million dollars, to Black Archives History and Research Foundation of South Florida, Inc. to underwrite costs associated with the continued operation and programming of the Lyric Theater Cultural Institute or the 2018 calendar year. 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 Tax Increment Fund, entitled "Other Grants and Aids," Account Code No. 10050.920101.883000.0000.00000. Section 6. This Resolution shall become effective immediately upon its adoption. City of Miami Page 2 of 3 . File ID: 4836 (Revision: C) Printed on: 10/1/2018 File ID: 4836 Enactment Number: CRA-R-18-0043 APPROVED AS TO FORM AND LEGAL SUFFICIENCY: "` banTO us;Shiver, Executive Director 9/25/2018 City of Miami Page 3 of 3 File ID: 4836 (Revision: C) Printed on: 10/1/2018 EXHIBIT "B" Scope of Work and Budget „au.. wir PE I In R Board of Directors Patricia Bravuon Chair Vice Chair Steven.). Hcnriquez, CPA Treasurer Dorothyjenkins Fields, I'h.D. AndreaJ. Pelt Thornton N. Patrick Range II, Esq. Founder DorotIivjenkins Fields, Ph.1). Executive Director T noth) .1. Barber Black Archives Historic Lyric Theater Cultural Arts Complex 111. air= March 15, 2022 Mr. James McQueen, Director Southeast Overtown Park West Community Redevelopment Agency 819 NW 2"d Avenue, Floor 3 Miami, FL 33136 Dear Mr. McQueen: The Black Archives Historic Lyric Theater (BAHLT) Cultural Arts Complex mission is to promote and celebrate the rich history and culture of the community. The mission is carried out while providing training and jobs through the creation of a regional tourist designation in Miami's historically black Overtown community. We have been successful over the past several years with the support of the SEOPW CRA, helping to bring back the renaissance of the Overtown area, as the anchor and driving force of the revival of the Historic Overtown Entertainment District. Since completing the GOB expansion of the Historic Lyric Theater, the Black Archives has implemented programming that has brought 20,000 residents and tourists to the Overtown area. Through the vibrant activities ranging from entertainment, exhibitions, education, and research at BAHLT, we have been able to train and provide numerous Overtown residents with employment at the center. We would like to continue building on the success and partnership with the SEOPW CRA that garnered sustainable activity, engaged residents and tourists highlighting arts, culture, and entertainment. We know that the continued support certainly makes the area more attractive to visitors, and increase nightlife activity that supports the Historic Overtown Entertainment District. We are humbly requesting the renewal or extension of our grant from the SEOPW CRA for an additional four (4) years. The grant from the SEOPW CRA has allowed us to increase our ability to leverage quality programming, over more dates, which allowed us to offer more sustainable employment to residents through the bolstered activity. This commitment is what arts and culture professionals have deemed necessary to operate a successful cultural arts complex of our stature effectively on an annual basis. We hope that SEOPW will support renewing the commitment with the Black Archives to help us to continue to be a catalyst for change in this redevelopment area, and strengthen the Black Archives Historic Lyric Theater as the anchor in this community since 1913. Overtown has a rich cultural history that should be celebrated and highlighted which is what we strive hard to achieve with the support of the Southeast Overtown Park West CRA. Thank you. •er Executive r ector The B - Archives History and Research Foundation Historic Lyric Theater • • The Black Archives History and Research Foundation of South FL, Inc. 819 Northwest 2"d Avenue, Miami, FL 33136 ” www.BAHLT.orq, baf(a theblackarchives.orq, Office (786) 708-4610 " Fax (305) 400-8756 The Black Archives History & Research Foundation of South FL, Inc. Budget Justification The Black Archives Historic Lyric Theater Cultural Arts Complex Historic Overtown Entertainment District Support Grant based on an overall budget of $2,800,000 beginning October 1, 2022. The requested grant will provide $700,000 annually in yearly support funding to the Black Archives to carry out its mission as the community anchor institution operating the Historic Lyric Theater for a period of four (4) years from October 1, 2022 to September 30, 2026. The grant funds will be allocated to the categories listed below: ADMINISTRATION Funds in this category will support professional instructional management that executes the day-to-day administration of the facility. To better enhance the Tong -term functionality of the programming and daily access to the facility for tourist. PROGRAMMING Funds will support the continuation of programming that supports the "Little Broadway" appeal of the Overtown Entertainment District. The Black Archives has successfully launched and promoted Overtown as a destination of choice since its inception. From "Expressions" a Jazz and Poetry showcase at the Ward Rooming House to "Lyric Live" an Apollo -styled amateur night at the Historic Lyric Theater, to now a nationally known comedy night called the Glasshouse Comedy Experience. The Black Archives has been the anchor to positive cultural activity year round in building a brand for this community and looks to extend our programming to include an urban concert series, and live theater. FREE COMMUNITY EVENTS Funding in this category will continue to support free and open to the public events, the preservation of the archival material, and archival events. This includes free programs like Community Day, Outdoor Movie Nights, Lyric Live Under the Stars, exhibits, tours, and external historic property support (ie. Dorsey House and X-Ray Clinic), among other activities. CRA COMMUNITY ACCESS Funding in this category will support the creation of increased community access programming by providing reduced -cost access grants for community groups upon approval by the SEOPW Director. This funding will support expanded activity through ease of access, which will help bolster more activity in the Historic Overtown Folklife Entertainment District, while allowing the CRA to be able to support community programming without having to have a direct association with the event other than a sponsorships. Funding will continue to support annual festivals that have become an anchor programmatic feature at the Lyric Theater like the Melton Mustafa Jazz Festival, the Urban Film Festival, the IGEN Film Festival, and the CARE Elementary Christmas Show. MARKETING Funds will support the marketing and promotion of Black Archives Historic Lyric Theater activity, its programming, and the Historic Overtown Entertainment District as a brand through social media, radio, and television. Grantor: Gram Name: Organized. Name: Gram Start: Gram End Date. Southeast Overtown Park West CRA The Black Archives Lyric Theater Cultural Heritage Program The Black Archives History and Research foundation of South FL, Inc. October 1, 2022 September 30, 2026 EXPENSES Administration 2022/2023 2023/2024 2024/2025 2025/2026 Intructional Management $ 300,000 $ 300,000 $ 300,000 $300,000 Programming $ 225,000 $ 225,000 $ 225,000 $225,000 Lyric Live Glasshouse Live Theater Drama Series Music Concert Series Fxoressions Free Community Activity $ 50,000 $ 50,000 $ 50,000 $50,000 Archival Support Exhibits Tours CRACOMMUNITYACCESS $ 75,000 $ 75,000 $ 75,000 $75,000 Melton Mustafa Jazz Festival Urban Film Festival IGEN Film Festival CARE Elementary Christmas Marketing $ 50,000 $ 50,000 $ 50,000 $50,000 $ 700,000 $ 700,000 $ 700,000 $700,000 Grant Total $ 2,300,000 EXHIBIT "D" Insurance Requirements EXHIBIT C INSURANCE REQUIREMENTS -GRANT AGREEMENT THE BLACK ARCHIVES HISTORY AND RESEARCH FOUNDATION 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 & SEOPWCRA listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami & SEOPWCRA listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Professional Liability/Directors & Officers Combined Single Limit Each Claim $1,000,000 General Aggregate Limit $1,000,000 Retro Date Included V. Crime Coverage (If Applicable) Limits of Liability $500,000 Theft, Forgery Alteration City of Miami and SEOPWCRA listed as loss payees 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. ago5�