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HomeMy WebLinkAbout24116AGREEMENT INFORMATION AGREEMENT NUMBER 24116 NAME/TYPE OF AGREEMENT SEOPW CRA & THE MIAMI-DADE NORTH ARTS & HUMANITIES FOUNDATION, INC. DESCRIPTION GRANT AGREEMENT/UNDERWRITE COSTS ASSOCIATED WITH THE LAUNCH MIAMI MOCAAD'S OVERTOWN MURAL PROJECT/FILE ID: 12348/CRA-R-22-0032 EFFECTIVE DATE October 17, 2022 ATTESTED BY TODD B. HANNON ATTESTED DATE 10/7/2022 DATE RECEIVED FROM ISSUING DEPT. 10/19/2022 NOTE 134 t up GRANT AGREEMENT This GRANT AGREEMENT ("Agreement") is made as of this t day of at-ett022 ("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 ("SEOPW CRA"), and the THE MIAMI-DADE NORTH ARTS AND HUMANITIES FOUNDATION, INC., DOING BUSINESS AS THE MIAMI MUSEUM OF CONTEMPORARY ART OF THE AFRICAN DIASPORA ("MIAMI MOCAAD"), a Florida not for profit 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 2009 Southeast Overtown/Park West Community Redevelopment Plan, as amended and restated ("Plan"); and B. WHEREAS, Section 2, Goal 5, at page 11 of the Plan lists the [p]romotion and marketing of the community," as a stated redevelopment goal; and C. WHEREAS, Section 2, Principle 6, at page 15 of the Plan lists the promotion of "local cultural events, institutions, and businesses," as a stated redevelopment principle; and D. WHEREAS, Section 2, Principle 14, at page 16 of the Plan also lists "restor[ing] a sense of community and unify[ing] the area culturally" as a stated redevelopment principle; and E. WHEREAS, the Miami Museum of Contemporary Art of the African Diaspora requested funding to produce the Miami MoCAAD's museum will include visual, virtual interactions, panel discussions, and interactive Quick Response ("QR") codes to unlock virtual media consisting of three-dimensional models of Overtown artists, biographical information, mixed reality murals, architecture, and treasure hunt games. On November 27, 2022, the Historic Ward Rooming House, located within the SEOPW CRA boundaries, will launch Miami MoCAAD's Overtown mural project launch at 816 N.W. 2"d Avenue, Miami, FL 33136, during Miami's Soul Basel week.y; and F. WHEREAS, On November 27, 2022, the Historic Ward Rooming House, located within the SEOPW CRA boundaries, will launch Miami MoCAAD's Overtown mural project launch at 816 NW 2"d Avenue, Miami, FL 33136, during Miami's Soul Basel week. Soul Basel premiers at different locations in Miami and offers diverse displays and multiple showcases of African American artists. Locals and visitors from around the world visit an array of pop-up galleries, exhibitions, and special events to experience arts and cultures. ; and G. WHEREAS, in furtherance of the above stated Goals and Principles of the Plan, the Grantee requested a grant to underwrite costs associated with the Program; and H. WHEREAS, on July 28, 2022, the Board of Commissioners passed and adopted Resolution No. CRA-R-22-0032 attached hereto as Exhibit "A", authorizing the issuance of a grant in an amount not to exceed Fifty Thousand Dollars and No Cents ($50,000.00), to the Grantee to underwrite costs associated with the Program; and I. WHEREAS, the parties wish to enter into this Agreement to set forth the terms and conditions relating to the use of the Grant. Page 1 of 10 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 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 launch Miami MoCAAD's Overtown mural project launch at 816 N.W. 2' Avenue, Miami, FL 33136, during Miami's Soul Basel week, in accordance with the scope of work in Exhibit "B" and the budget in Exhibit "C", attached hereto and incorporated herein. The SEOPW CRA is not obligated to expend additional funds beyond the approved grant amount. 4. TERM. The term of this Agreement shall commence on the Effective Date written above and shall terminate upon the earlier of four (4) months from the Effective Date written above, full disbursement of Fifty Thousand Dollars and No Cents ($50,000.00), 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 Two Hundred and Thirty Thousand Dollars and No Cents ($230,000.00), In no event shall payments to Grantee under this Agreement exceed Fifty Thousand Dollars and No Cents ($50,000.00). Payments shall be made to Grantee or directly to vendors on behalf of Grantee, only after receipt and approval of requests for disbursements. b. DISBURSEMENT OF GRANT FUNDS. All requests for the disbursement of grant funds by the Grantee shall be certified by the Grantee's authorized representative and submitted to the SEOPW CRA for processing prior to the termination of this Agreement. All requests for disbursement of said 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 Exhibits "B" and "C". 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 SEOPW CRA in light of the Grantee's inability to bind the SEOPW CRA to any legal and/or monetary obligation whatsoever. The SEOPW 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 SEOPW CRA prior to the date of termination. Grantee understands and acknowledges that the SEOPW CRA shall not disburse grant funds for any expense that has not been previously approved by the SEOPW CRA in accordance with Section 5(b) above, and that such expenses shall be borne solely by the Grantee. Page 2 of 10 c. PRE -APPROVAL OF EXPENSES. Grantee agrees to submit to the SEOPW CRA all requests for the expenditure of Grant funds for pre -approval by the SEOPW CRA. Failure to submit said requests prior to incurring expenses may result in the Grantee bearing the costs incurred. The SEOPW CRA shall review said requests to ensure that the expense sought to be incurred by the Grantee is an expense within approved scope of work and budget attached hereto as Exhibits "B" and "C", and the SEOPW CRA reserves the right to deny any and all requests it deems to be outside of the scope and budget. d. APPROVAL OF BUDGET MODIFICATIONS. Grantee agrees to submit any and all budget modifications, in writing, including line -item expenditures which exceed budgeted amount, to the Executive Director. e. 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. f. 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, except for mobilization funds as described in Section 5(g) below. 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. 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 terns 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. Page 3 of 10 b. REPORTS. The Grantee shall deliver to the SEOPW CRA reports relating to the use of the Grant as requested by the SEOPW 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 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. The 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. The 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, the Grantee shall transfer to the SEOPW 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 SEOPW 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 Exhibits "B" and "C". 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 Exhibits "B" and "C". 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 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 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. Page 4 of 10 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: a. Code of the City of Miami, Florida, Chapter 2, Article V. b. Miami -Dade County Code, Section 2-1 1.1. 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 finds, or change in regulations. The SEOPW 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 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 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. Grantee's acknowledgement shall consist of the following: "Sponsored by the Southeast Overtown/Park West Community Redevelopment Agency." 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. The 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 the Grantee's use of the SEOPW CRA's name and logo, confers or may be construed as conferring upon the 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 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 SEOPW CRA that such failure has occurred, then the 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 the Grantee, terminate this Agreement whereupon all payments, advances, or other compensation paid by the SEOPW CRA directly to the Grantee and utilized by the Grantee in violation of this Agreement shall be immediately returned to the SEOPW 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. Page 5 of 10 16. NO LIABILITY. In consideration for the Grant, the Grantee hereby waives, releases and discharges the SEOPW CRA, the City of Miami, its officers, employees, agents, representatives, or attorneys, whether disclosed or undisclosed, any and all liability for any injury or damage of any kind which may hereafter accrue to 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 SEOPW CRA . The Grantee agrees to indemnify, defend, protect and hold harmless the SEOPW CRA and the City of Miami from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "liabilities") for reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from or in connection with: (i) the performance or non-performance of the services, supplies, materials and equipment contemplated by this Agreement or the Program, including risk of loss of artwork on display, or otherwise stored within public premises for the duration of this Agreement or the Program, whether directly or indirectly caused, in whole or in part, by any act, omission, default, professional errors or omissions, or negligence (whether active or passive) of the Grantee or its employees, agents or subcontractors (collectively referred to as "Grantee"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default, breach, or negligence (whether active or passive) of the SEOPW CRA, unless such injuries or damages are ultimately proven to be the result of grossly negligent or willful acts or omissions on the part of the SEOPW CRA; or (ii) the failures of the Grantee to comply with any of the 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 SEOPW CRA, from and against all liabilities which may be asserted by an employee or former employee of Grantee, any of subcontractors, or participants in the Program, as provided above, for which the Grantee's liability to such employee, former employee, subcontractor, or participant would otherwise be limited to payments under state Worker's Compensation or similar laws. 18. INSURANCE. Grantee shall, at all times during the term hereof, maintain such insurance coverage as provided in Exhibit "D", 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 SEOPW CRA . If, in the reasonable judgment of SEOPW CRA, prevailing conditions warrant the provision by Grantee of additional liability insurance coverage or coverage which is different in kind, SEOPW CRA reserves the right to require the provision by Grantee of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should Grantee fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following SEOPW CRA's written notice, this Agreement shall be considered terminated on the date the required change in policy coverage would otherwise take effect. Upon such termination, SEOPW CRA shall pay Grantee expenses incurred for the Program, prior to the date of termination but shall not be liable to Grantee for any additional compensation, or for any consequential or incidental damages. 19. DISPUTES. In the event of a dispute between the Executive Director of the SEOPW CRA and the Grantee as to the terms and conditions of this Agreement, the Executive Director of the SEOPW CRA and the Page 6 of 10 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 SEOPW 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 SEOPW 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. 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 terns 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. Page 7 of 10 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 SEOPW CRA, all documents developed by the Grantee shall be delivered to the SEOPW CRA upon completion of this Agreement, and may be used by the SEOPW CRA, without restriction or limitation. 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 SEOPW CRA to the Grantee pursuant to this Agreement shall at all times remain the property of the SEOPW CRA and shall not be used by the Grantee for any other purpose whatsoever, without the written consent of the SEOPW CRA. 23. AWARD OF AGREEMENT. The 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. 24. NON-DELEGABILITY. The obligations of the 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. 25. CONSTRUCTION. This Agreement shall be construed and enforced in accordance with Florida law. 26. TERMINATION. The SEOPW CRA reserves the right to terminate this Agreement, at any time for any reason upon giving five (5) days written notice of termination to Grantee. 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. 27. NOTICE. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail, addressed to the party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served, or, if by mail, on the fifth day after being posted, or the date of actual receipt or refusal of delivery, whichever is earlier. To SEOPW CRA: 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 Email: VTBrown@miamigov.com The Miami -Dade North Arts and Humanities Foundation, Inc. 701 Brickell Avenue, Suite 3300 Miami, Florida 33131 Email: marilvn.holifield@hklaw.com Page 8 of 10 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 SEOPW CRA, and shall not attain any rights or benefits under the civil service or retirement/pension programs of the SEOPW CRA, or any rights generally afforded its employees; further, they shall not be deemed entitled to Florida Workers' Compensation benefits as employees of the SEOPW CRA . 29. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 30. 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 the Grantee have executed this Agreement. Page 9 of 10 ATTEST: Todd B. H Clerk of the Board APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By Vincent T. Brown, Esq. Staff Counsel WITNESSES: By: Print: Rip v / t)� V By: lot.SO-► \ oL,kv Print: 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 By: Jame cQueen, Executive Director APPROVED AS TO INSURANCE REQUIREMEJ"TrS By: Frank mP7 (Ort 4 7077 06.46 FDT) Ann -Marie Sharpe, Director of Risk Management MIAMI-DADE NORTH ARTS & HUMANITIES FOUNDATION, Inc. a Florida not for profit corporation. ("Grantee"): 13y : Page 10 of 10 Exhibit "A" Resolution No. CRA-R-22-0032 Southeast Overtown/Park West Community Redevelopment Agency Legislation CRA Resolution: CRA-R-22-0032 File Number: 12348 Final Action Date:7/28/2022 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA") AUTHORIZING A GRANT TO THE MIAMI-DADE NORTH ARTS AND HUMANITIES FOUNDATION, INC., DOING BUSINESS AS THE MIAMI MUSEUM OF CONTEMPORARY ART OF THE AFRICAN DIASPORA ("MIAMI MOCAAD"), IN AN AMOUNT NOT TO EXCEED $50,000.00 TO UNDERWRITE COSTS ASSOCIATED WITH THE LAUNCH OF MIAMI MOCAAD'S OVERTOWN MURAL PROJECT LAUNCH LOCATED AT 816 NW 2ND AVENUE, MIAMI, FL 33136 DURING MIAMI'S SOUL BASEL WEEK.; 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 TAX INCREMENT FUND, ENTITLED "OTHER GRANTS AND AIDS," ACCOUNT CODE NO. 10050.920101.883000.0000.00000; AND PROVIDING FOR INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency (" SEOPWCRA") 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 5, at page 11 of the Plan lists the `[p]romotion and marketing of the community" as a stated redevelopment goal; and WHEREAS, Section 2, Principle 6, at page 15 of the Plan lists the promotion of "local cultural events, institutions, and businesses" as a stated redevelopment principle; and WHEREAS, Section 2, Principle 14, at page 16 of the Plan also lists "restor[ing] a sense of community and unify[ing] the area culturally" as a stated redevelopment principle; and WHEREAS, On November 27, 2022, the Historic Ward Rooming House, located within the SEOPW CRA boundaries, will launch the Miami MoCAAD's Overtown mural project at 816 NW 2nd Avenue, Miami, FL 33136, during Miami's Soul Basel week; and WHEREAS, Miami MoCAAD's museum will include visual, virtual interactions, panel discussions, and interactive Quick Response ("QR") codes to unlock virtual media consisting of three- dimensional models of Overtown artists, biographical information, mixed reality murals, architecture, and treasure hunt games.; and City of Miami Page 1 of 2 File ID: 12348 (Revision:) Printed On: 8/1/2022 File ID: 12348 Enactment Number: CRA-R-22-0032 WHEREAS, Soul Basel premiers at different locations in Miami and offers diverse displays and multiple showcases of African American artists. Locals and visitors from around the world visit an array of pop- up galleries, exhibitions, and special events to experience arts and cultures; and WHEREAS, the Board of Commissioners of the SEOPW CRA authorizes a grant to the Miami MoCAAD, in an amount not to exceed $50,000.00; and WHEREAS, the Board of Commissioners finds that such a grant would further the aforementioned redevelopment goals and objectives. 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 Miami - Dade North Arts and Humanities Foundation, Inc. doing business as the Miami Museum of Contemporary Art of the African Diaspora ("Miami MoCAAD"), in an amount not to exceed $50,000.00 within the Redevelopment Area. 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 the purposes set forth above. Section 5. The Executive Director is authorized to approve budget modifications under the grant, provided that the overall amount of the grant funding authorized by the Board of Commissioners is not increased. Section 6. Funds are to be allocated from SEOPW Tax Increment Fund, entitled "Other Grants and Aids," Account Code No. 10050.920101.883000.0000.00000. Section 7. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: V;r cen T rasr,n 318tf Counsel 7/22/2022 City of Miami Page 2 of 2 File ID: 12348 (Revision:) Printed on: 8/1/2022 Exhibit "B" Scope of Work MIAMI MoCAAD Meru Museum of ContempotaryM of the Nutan Navaho ^.ti:n {ohhfield 701 13richeil Avenue. Suite :3300 Mi<r;ri. 1. 33131 ',89-7730 June 9, 2022 Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Ave., 3rd floor, Miami, FL 33136 Dear Selection Committee: Thank you for considering this application of Miami -Dade North Arts & Humanities Foundation, Inc. dba Miami Museum of Contemporary Art of the African Diaspora (Miami MoCAAD) for funding in the amount of $50,000 to support the Overtown mural project launch and Creative Conversation panel discussion with the curator and artists for Overtown's 2022 Soul Basel event. Miami MoCAAD's interactive media mural and oral history project will culminate in a public launch Soul Basel event on November 27, which will be held at the Historic Ward Rooming House. Hans Ottinot and I co-founded Miami MoCAAD in 2013 because we believe that, as a hub of the contemporary art world and a crossroads of the Caribbean, Miami is the right place for an institution that discovers, collects, showcases, preserves, and exhibits the most advanced artists of the African Diaspora. The proposed Overtown murals are part of a series of mixed -reality public art projects that incorporate in - person art experiences and virtual engagement. QR codes will link viewers' devices to oral history videos; a 3D model of the artist with biographical information; an interactive experience introducing Miami MoCAAD's future museum; and a treasure hunt game about iconic people and architecture in Overtown. The project honors Overtown's people, places and aspirations through the lens of contemporary art. I am pleased that Miami MoCAAD is submitting its first proposal for funding to the Southeast Overtown/Park West Community Redevelopment Agency. The work that the CRA does in support of the Overtown community is critical, especially in these difficult times of uncertainty. Thank you for considering our proposal. Sincerely, 1 -"`^ I Marilyn Holifield Co -Founder Miami -Dade North Arts and Humanities Foundation, Inc. dba Miami Museum of Contemporary Art of the African Diaspora Enclosure #158250478_v1 Exhibit "C" Budget Miami MoCAAD Art Week Mural Celebration / Soul Basel Budget Opening Talk /Celebration Nov. 27, 2022 Furniture Rentals Decor $ 1,500.00 Lounge/seating areas $ 3,000.00 $ 4,500.00 Technology Website $ 2,500.00 Digital Marketing Partner $ 4,000.00 QR code printing $ 500.00 $ 7,000.00 Oral Histories Researcher/Editor $ 1,500.00 Videography $ 2,500.00 $ 4,000.00 Mural Artist & team $ 20,000.00 Wall Preparation $ 2,000.00 Contingency $ 2,000.00 $ 24,000.00 Administrative Insurance $ 500.00 Curator / Organizer $ 10,000.00 $ 10,500.00 SUBTOTAL GRAND TOTAL $ 50,000.00 Exhibit "D" Insurance Requirements INSURANCE REQUIREMENTS I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability $1,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 300,000 B. Endorsements Required City of Miami & SEPWCRA listed as an additional insured The City of Miami Building Department 444 SW 2nd Ave Miami, FL 33130-0000 Southeast Overtown Park West Community Redevelopment Agency 819 NW 2nd Avenue, 3rd Floor Miami, FL 33136-0000 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/E&O IF APPLICABLE A. Limits of Liability Each Claim $300,000 Policy Aggregate $300,000 Retroactive 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.