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HomeMy WebLinkAbout24117AGREEMENT INFORMATION AGREEMENT NUMBER 24117 NAME/TYPE OF AGREEMENT SEOPW CRA & HOSPITALITY EMPLOYEES ADVANCEMENT AND TRAINING, INC. DESCRIPTION AUTHORIZING A GRANT TO UNDERWRITE COSTS ASSOCIATED WITH A HOSPITALITY AND CULINARY ARTS TRAINING PROGRAM / FILE ID:11871 / CRA-R-22-0011 EFFECTIVE DATE April 28, 2022 ATTESTED BY TODD B. HANNON ATTESTED DATE 10/20/2022 DATE RECEIVED FROM ISSUING DEPT. 10/24/2022 NOTE GRANT AGREEMENT This GRANT AGREEMENT ("Agreement") is made as of this day of 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 HOSPITALITY EMPLOYEES ADVANCEMENT AND TRAINING, 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, under Section 163.340(9), Florida Statutes "community redevelopment" means "undertakings, activities, or projects of a county, municipality, or community redevelopment agency in a community redevelopment area for the elimination and prevention of the development or spread of slums and blight"; and C. WHEREAS, Section 2, Goal 4, on page 11 of the Plan lists the "creati[on of] jobs within the community" as a stated redevelopment goal; and D. WHEREAS, Section 2, Goal 6, on page 11 of the Plan also lists "improving the quality of life for residents" as a stated redevelopment goal; and E. WHEREAS, Section 2, Principle 4, on page 14 of the Plan provides "that employment opportunities be made available to existing residents ..." as a stated redevelopment principle; and F. WHEREAS, the Grantee developed Hospitality Employees Advancement and Training, Inc., a non-profit hospitality and culinary arts training program for those residents of the Redevelopment Area who are seeking new careers in the hospitality industry and those who want to improve their skills for career advancement (the "Program"); and G. WHEREAS, the Program will offer training courses for positions such as baker's helper, professional cook, bus person, banquet server, and hotel guest room attendant; and H. WHEREAS, as the hotel and service industries continue to grow in Miami, it is imperative that residents of the Redevelopment Area are equipped with the requisite skills needed to seek employment with the new hotels and restaurants that are being developed; and I. WHEREAS, the Program is located inside of the Overtown Performing Arts Center ("the OPAC") at 1074 NW 3rd Avenue, Miami, Florida 33136 (Folio: 01-0101-040-1010), of which the CRA is the owner; and J. WHEREAS, on April 28, 2022, the Board of Commissioners ("the Board"), by Resolution No. CRA-R-22-0011 passed and authorized the issuance of a grant to the Grantee in an amount not to exceed One Hundred and Fifty Thousand Dollars and No Cents ($150,000.00), to underwrite costs associated with the Program for year 2022. In addition, year 2023-2024, a grant in an amount not to exceed Two Hundred Thousand Dollars and No Cents ($200,000.00). 1 K. WHEREAS, pursuant to Resolution No. CRA-R-22-0011, the parties wish to enter into this Agreement to set forth the terms and conditions relating to the use of the Grant; and L. WHEREAS, the subject "Property" is defined as the classrooms and kitchen areas of the Basement Level of the OPAC. 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. 2. USE OF GRANT. The Grant shall be used to underwrite costs associated with the continued operation and programming of the Program, according to the terms and conditions set forth herein and as incorporated in the scope of services and budget, herein attached as Exhibit "B". 3. OPERATION AND USE OF FACILITY. Prior to Grantee's occupancy of the Property, CRA shall engage, at its sole cost and expense, a professional, third -party cleaning service to bring the Property up to acceptable standards for a working kitchen. Thereafter, during the term of this Agreement, Grantee shall, at its sole cost and expense, maintain the Property and fixtures in good condition and repair, and ensure the Property remains in a clean, safe and sanitary condition. Grantee shall not be responsible for cleaning or repair of any portion of the Basement Level other than the Property. Grantee shall promptly restore the Property to its original condition, prior to the use of the Property by Grantee, upon the termination of this Agreement unless otherwise agreed to in writing by the CRA's Executive Director. Grantee agrees that the CRA shall, under no circumstances, be liable for any latent, patent, or other defects in the Property. 4. TERM. The term of this Agreement shall commence on the Effective Date written above and shall terminate one (1) year after the Effective Date or when funds are expended, whichever occurs first. However, 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. FUTURE CATERING ARRANGEMENTS. Grantee and CRA shall work together to develop a plan for future catering of CRA-sponsored events, provided that nothing in this Agreement shall require that Grantee undertake the catering of CRA-sponsored events, or that CRA engage Grantee for the catering of such events. In the event that CRA engages Grantee to cater CRA-sponsored events, Grantee shall undertake its best efforts and identify such efforts in writing, to procure items from local, small business vendors and suppliers to demonstrate support to community -based small businesses for items such as desserts, specialty items, supplies, etcetera. Grantee agrees to develop a discounted community menu for residents of Overtown and organizations whose principal place of business is located within the Redevelopment Area. 6. DISBURSEMENT OF GRANT. a. GENERALLY. Subject to the terms and conditions contained in this Agreement, the CRA shall make available to Grantee, a previously allocated amount of up to Two Hundred Thousand Dollars and No Cents ($200,000.00). In no event shall payments to Grantee under this Agreement exceed 2 Two Hundred Thousand Dollars and No Cents ($200,000.00). Payments shall be made to Grantee or directly to vendors on behalf of Grantee, only after receipt and approval of requests for disbursements. b. REQUESTS FOR DISBURSEMENT OF GRANT. The CRA shall review requests for disbursement of grant funds by the Grantee to ensure that the amount sought is within the scope of services and budget attached hereto as Exhibit `B". Further, the CRA reserves the right to deny any and all requests it deems to be outside of the scope of services and budget, and such expenses shall be borne solely by the Grantee. 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 services 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. The CRA retains the right to make budget modifications to ensure all expenditures are in accordance with this agreement. 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. 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. REQUESTS FOR DISBURSEMENT OF GRANT. The CRA shall review requests for disbursement of grant funds by the Grantee to ensure that the amount sought is within the scope of services and budget attached hereto as Exhibit `B". Further, the CRA reserves the right to deny any and all requests it deems to be outside of the scope of services and budget and such expenses shall be borne solely by the Grantee. 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 services 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. 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. 3 7. 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 the 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. 8. 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. 9. 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 9(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. 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. 10. 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. 4 11. 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 services 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 services 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. 12. 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. 13. 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 2-11.1. 14. 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. 5 15. 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 15(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. The Grantee's acknowledgement shall consist of the following: "HEAT, INC. is sponsored in part by the Southeast Overtown/Park West Community Redevelopment Agency of the City of Miami." b. APPROVAL. The CRA shall have the right to approve the form and placement of all acknowledgements described in Section 15(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. 16. 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. 17. 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, or program participants, with respect to any of the provisions of this Agreement or performance under this Agreement. 18. 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 by Grantee, 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 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 6 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 may be asserted by an employee or former employee of Grantee, any of subcontractors, or participants in the Program, as provided above, for which the Grantee's liability to such employee, former employee, subcontractor, or participant would otherwise be limited to payments under state Worker's Compensation or similar laws. 19. INSURANCE. Grantee shall, at all times during the term hereof, maintain such insurance coverage as provided in Exhibit "C" attached hereto and incorporated herein. All such insurance, including renewals, shall be subject to the approval of the CRA and 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 Services 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 sixty (60) 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 sixty (60) 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 compensation for services rendered, and expenses incurred, 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 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. 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 7 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. This Agreement shall not be modified in any manner except by an instrument in writing executed by the parties. The masculine (or neuter) pronoun and the singular number shall include the masculine, feminine and neuter genders and the singular and plural number. The word "including" followed by any specific item(s) is deemed to refer to examples rather than to be words of limitation. c. CONTRACTUAL INTERPRETATION. Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of both parties have equally participated in the preparation of this Agreement. d. COVENANTS. Each covenant, agreement, obligation, term, condition or other provision herein contained shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making the same, not dependent on any other provision of this Agreement unless otherwise expressly provided. All of the terms and conditions set forth in this Agreement shall apply throughout the term of this Agreement unless otherwise expressly set forth herein. e. CONFLICTING TERMS. In the event of a conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms of this Agreement shall govern. f. WAIVER. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. g. SEVERABILITY. Should any provision contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida, then such provision shall be deemed modified to the extent necessary 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 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. 8 24. 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. 25. 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. 26. CONSTRUCTION. This Agreement shall be construed and enforced in accordance with Florida law. 27. 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. 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 CRA: Southeast Overtown/Park West Community Redevelopment Agency Attn.: James McQueen, Executive Director 819 NW 2nd Avenue, 3rd Floor Miami, FL 33136 Email: JMcQueen@miamigov.com To Grantee: With copy to: Vincent T. Brown Esq., Staff Counsel 819 NW 2nd Avenue, 3rd Floor Miami, FL 33136 Email: vtbrown@miamigov.com Hospitality Employees Advancement and Training Attn: Courtney Alexander, Treasurer 871 NW 167th Street Miami, FL 33169 heat@unitehere.org With copies to: Paul L. More, McCracken, Stemerman & Holsberry, LLP Email: PMore@msh.law Kandiz Lamb, Director Email: klamb@unitehere.org 9 29. 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. 30. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 31. MISCELLANEOUS. a. In the event of any litigation between the parties under this Agreement, the parties shall bear their own attorneys' fees and costs at trial and appellate levels. b. Time shall be of the essence for each and every provision of this Agreement. c. All exhibits attached to this Agreement are incorporated in, and made a part of this Agreement. [SIGNATURE PAGE TO FOLLOW] 10 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: 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") By: mes McQueen Clerk of the Board Executive Director APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Vincent T. Brown, Esq. Staff Counsel WITNESSES: APPROVED AS TO INSURANCE REQUIREMS: By:FrankiGor>I►ez (Sep 29, 2022 13:29 EDT) Anne Marie Sharpe Director of Risk Management HOSPITALITY EMPLOYEES ADVANCEMENT AND TRAINING, INC., a Florida No ,'rofit ("Grantee"): BY: Layissiatom' , W WZ By: n Horsford Print:` , `I�(j(� President By: M( �e �1 ""'` �„\ Print: EXHIBIT "A" CRA-R-22-0011 Southeast Overtown/Park West Community Redevelopment Agency Legislation CRA Resolution: CRA-R-22-0011 File Number: 11871 Final Action Date:4/28/2022 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING A GRANT TO HOSPITALITY EMPLOYEES ADVANCEMENT AND TRAINING, INC., IN AN AMOUNT NOT TO EXCEED $150,000.00 FOR YEAR 2022-2023, AND $200,000.00 FOR YEAR 2023-2024, TO UNDERWRITE COSTS ASSOCIATED WITH A HOSPITALITY AND CULINARY ARTS TRAINING PROGRAM LOCATED IN THE OVERTOWN PERFORMING ARTS CENTER, 1074 NW 3RD AVENUE, MIAMI, FLORIDA; AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS NECESSARY FOR SAID PURPOSE; 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; 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 ("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 2009 Southeast Overtown/Park West Community Redevelopment Plan ("Plan"); and WHEREAS, Section 2, Goal 4, at page 11 of the Plan, lists the "creati[on of] jobs within the community," as a stated redevelopment goal; and WHEREAS, Section 2, Goal 6, at page 11 of the Plan, lists "improving the quality of life for residents," as a stated redevelopment goal; and WHEREAS, Section 2, Principle 4, at page 14 of the Plan provides "that employment opportunities be made available to existing residents ..." as a stated redevelopment principle; and WHEREAS, as the hotel and service industries continue to grow in Miami, it is imperative that residents of the Redevelopment Area are equipped with the requisite skills needed to seek employment with the new hotels and restaurants that are being developed; and WHEREAS, Hospitality Employees Advancement & Training, Inc. ("HEAT") is a non- profit hospitality and culinary arts training program ("Program") developed to prepare those seeking new careers in the hospitality industry and those who want to improve their skills for career advancement; and WHEREAS, the Program will offer training courses for positions such as baker's helper, professional cook, bus person, banquet server, and hotel guest room attendant; and City of Miami Page 1 of 2 File ID: 11871 (Revision:) Printed On: 5/4/2022 File ID: 11871 Enactment Number: CRA-R-22-0011 WHEREAS, this Program is modeled after other successful hospitality training programs affiliated with UNITE HERE in Boston and Las Vegas, which takes a student -centered approach to training and emphasizes job placement for its graduates; and WHEREAS, the Board of Commissioners wish to authorize a grant to HEAT, in an amount not to exceed $150,000.00 for year 2022-2023, and $200,000.00 for year 2023-2024, to underwrite costs associated with the Program that is located in the Overtown Performing Arts Center, 1074 NW 3rd Avenue, Miami, Florida 33136; 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 a grant to Hospitality Employees Advancement & Training, Inc., in an amount not to exceed to $350,000.00, to underwrite costs associated with a hospitality and culinary arts training program located in the Overtown Performing Arts Center, 1074 NW 3rd Avenue, Miami, Florida 33136. Section 3. The Executive Director is authorized to execute all documents necessary for the purposes set forth above. Section 4. 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 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. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Wen` ro_ianr is `Counsel 4/21/2022 City of Miami Page 2 of 2 File ID: 11871 (Revision:) Printed on: 5/4/2022 EXHIBIT "B" SCOPE OF WORK AND BUDGET Hospitality Employee Advancement & Training Inc. 871 NW 167th Street Miami, FL 33169 heat(unitehere.orq April 10, 2022 James McQueen Interim Executive Director Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Avenue, 3rd Floor Miami, Florida 33136 Re: HEAT Proposal to Continue Partnership Training Hospitality Applicants for Good Culinary Jobs Dear Mr. McQueen: Thank you for the opportunity to submit a proposal to continue our partnership with the CRA to provide culinary skills training to Overtown residents and hospitality employees. This letter will serve as a summary of the attached proposal. Hospitality Employees Advancement and Training, Inc. (HEAT) is a non-profit which provides culinary and hospitality training in partnership with UNITE HERE Local 355, union hospitality employers in South Florida, and the Overtown CRA. HEAT conducts culinary skills training at the Overtown Performing Arts Center kitchen. What makes HEAT's program unique is that HEAT tailors its training to meet the needs of participating employers and assists graduates with job placement in union jobs that provide free family health insurance, good wages, a pension, and recall rights after layoffs, a particularly important benefit during recovery from the pandemic. There is no cost for Overtown residents and employees of contributing employers to attend training classes. In this proposal, HEAT is requesting $150,000 for fiscal 2022 and $200,000 for fiscal 2023 to fund student recruitment, culinary instruction and cooking supplies for a year and a half of culinary courses. Details are in the proposal budget. HEAT is a start-up training program that began in the Fall of 2018 and conducted five, 8-week classes for line cooks. 45 students have graduated, with 16 of them residents of Overtown. From the 2018 and 2019 courses, HEAT graduated 24 students, including 6 Overtown residents all of whom were placed in cooking jobs at the Fontainebleau Resort or Marlins Stadium. Our 2020 class graduated 7 Overtown residents in the midst of job placement, however the industry shutdown within days of graduation. Our 2022 class graduated 8 students, with 3 from Overtown who are interviewing for jobs currently. Examples of Overtown residents include Michelle Phillips, an Overtown resident who attended class while her husband was in a coma, graduated and was profiled by the Miami Herald upon graduation and after a year on the job at the Fontainebleau; Gina Antoine, an Overtown native with six children who started work the day of graduation at Marlins as Concession Cook; and Elijah Drinks- Covenas, Overtown native who was unemployed for over a year, who was hired as a Premium cook at Marlins upon graduation, the highest level cook. In 2019, the Overtown CRA approved a grant to HEAT for $300,000 and executed a license agreement for use of the OPAC kitchen and classroom facilities. The funds were fully utilized by September 30, 2020. Because of pandemic employment changes, hospitality employers are facing shortages of skilled workers, especially cooks, providing a heightened opportunity to train and place Overtown residents in these high -quality jobs as we resume classes. We look forward to continuing our partnership with your team, and to providing any additional information that will assist you in this process. I can be reached at heat@unitehere.org or 631-834-4681. Sincerely, Courtney Alexander Treasurer, HEAT Hospitality Employee Advancement & Training Inc. 871 NW 167th Street Miami, FL 33169 heat@unitehere.orq HEAT Training Center Proposal to Southeast Overtown/Park West Community Redevelopment Agency April 10, 2022 Contact: Courtney Alexander, Treasurer, 631-834-4681 Background: The Hospitality Employees Advancement and Training, Inc. (HEAT) is the non-profit training center affiliated with UNITE HERE Local 355. HEAT provides educational and training opportunities, employer and employee outreach, and job placement services to support current and future hospitality industry employees and their employers. HEAT has entered a partnership with hotels, casinos, stadiums, and airport food service and retail stores in South Florida to help build a skilled hospitality industry workforce for the present and the future, and with the Southeast Overtown/Park West Community Redevelopment Agency to train residents for good, union hospitality jobs. HEAT conducts culinary skills training and is developing a series of hospitality job training programs to develop or enhance the skills and education of incumbent and prospective hotel and hospitality industry employees. HEAT also conducts outreach programs to publicize its training and class offerings and surveys Participating Employers' employment needs. Upon completion of each class, HEAT assists with job placement for Participants who complete HEAT classes. There is no cost for residents of Overtown/Park West and employees of contributing employers to attend sponsored classes. Rationale: HEAT was created to provide high -quality, soft -skill and vocational training to low-income residents of South Florida in an effort to place these residents in union -affiliated employment that includes good wages, free family health insurance and a pension. In the wake of the COVID-19 pandemic, South Florida's hospitality workers need help now more than ever. HEAT has not only provided training for future employment, but also much needed aid during the extended layoffs that resulted from the almost complete shutdown of the hospitality industry in 2020. While the industry has started to recover, thousands of hospitality workers currently remain displaced. Benefits: HEAT provides benefits to the employers, union, workers, and the community. Employers are seeking a high -skilled workforce that is not only able to do the work, but also show up on time, provide leadership, function well in a team setting, and excel in a fast -paced and customer -focused environment. HEAT and Local 355 strive to provide their members work in a positive environment with opportunities to move up the career ladder. HEAT's ability to match training of applicants to employer needs brings concrete hospitality job opportunities to communities through our partnership with the Southeast Overtown/Park West Community Redevelopment Agency. Workers and the community are best served when businesses are doing well, workers feel good about their employment and receive promotions, and contribute financially and otherwise to their community through good wages and benefits. Next Steps: HEAT is eager to take the lessons learned in the four culinary training classes we have operated and elevate our programs into U.S. Department of Labor (US DOL) registered Apprenticeships. Once HEAT's Culinary Apprenticeship is registered by the U.S. DOL, we will add new classes to our curriculum, including more advanced culinary classes, and training in lucrative tipped positions including banquet server and bartender. In addition, HEAT will conduct classes in customer service, vocational English for speakers of other languages, and interviewing skills. HEAT will also continue to provide much needed support to displaced hospitality workers as the industry recovers. Projections suggest that it will take another year or two before the hotel industry sees the kind of occupancy levels it enjoyed pre -pandemic, especially as convention business is slow to return. Proposal Budget: (budgets attached) • Fiscal 2022: $150,000 May through September 30, 2022 • Fiscal 2023: $200,000 HEAT proposes a budget for the remainder of fiscal 2022 continuing through fiscal 2023. Budgeted expenses cover personnel costs, including Culinary instructor, recruitment coordinator and half-time administrator; .Technical services, including accounting and contractors; Cooking materials, including consumables, uniforms, smallwares, test kits for ServSafe testing, student supplies, sanitation, and knife sets for graduating students; Insurance costs; Furniture for classroom; Outreach, including recruitment and graduation expenses; and Contingency costs. Graduates: A total of 45 students have graduated from HEAT's culinary training, 16 of whom are Overtown residents. HEAT graduated 37 students in 4 classes conducted through March 2020, when operations were suspended due to the Covid-19 emergency, which shuttered hospitality operations and reduced employment for culinary workers. HEAT graduated 8 students in March 2022, 3 of whom are Overton residents. 16 of the graduates from our 5 classes were Overtown residents. 6 Overtown residents were placed in jobs from the 2018 and 2019 classes, at Fontainebleau and Marlins Stadium. These union jobs include free family health insurance, good wages, a pension, and recall rights following layoffs, a particularly important benefit during recovery from the pandemic. Our March 2020 class graduated 7 Overtown residents in the midst of job placement, however the industry shutdown within days of graduation. 3 Overtown residents from our March 2022 graduation are conducting interviews for jobs currently. Examples of Overtown residents who were hired include Michelle Phillips, an Overtown resident who attended class while her husband was in a coma, graduated and was profiled by the Miami Herald upon graduation and after a year on the job at the Fontainebleau https://www.miamiherald.com/news/business/article237577134.html ; Gina Antoine, an Overtown native with six children who started work the day of graduation at Marlins as Concession Cook; and Elijah Drinks-Covenas, Overtown native who was unemployed for over a year, who was hired as a Premium cook at Marlins upon graduation. Employment changes throughout the pandemic have created significant shortages for hospitality employers of skilled workers, especially cooks, providing a heightened opportunity to train and place Overtown residents in good, union cooking jobs. Culinary Training Program: The primary training program provided by HEAT is the Culinary Training Program. Current courses consist of 160 hour line cook training and 40 hour specialty sautee skill course. The objective is for graduating students to be prepared to succeed as line cooks in large hospitality kitchens. Hospitality industry employers are facing shortages of trained cooks in the current environment, and HEAT's program can assist in preparing applicants for these positions and to succeed on the job. Line Cook Curriculum: 8 week, 160 hour course to learn introductory level line cook skills, with an emphasis on hands on learning, knife skills, and preparation of stocks, soups, salads, entrees and desserts. Food safety training and SafeSery certification are part of this training. Classes are conducted Monday — Friday, 4 hours per day. WORK PROCESS SCHEDULE OCCUPATION TITLE : COOK/LINE COOK LINE COOK Pre-Apprenticeship/160hours ( 8 weeks/4 hours day) of classroom trainning Module Topics COURSE NAME welcome to HEAT 240 Minutes Food safety & Sanitation 320 Minutes Introduction to the Culinary Industry 200 Minutes Kitchen Equipment 360 Minutes Knife Skills 480 Minutes Kitchen Math 80 Minutes Stock Cookery 480 Minutes appetizer cookery 720 Minutes Soup cookery 1680 Minutes salad cookery 960 Minutes entree cookery (butchering,sauces) 1920 Minutes desert cookery 480 Minutes final challenge (hours are including in cookery class) 960 Minutes union day/life skills training/Resume/Mock interview 960 Minutes deep cleaning 480 Minutes Break and recap 240 Minutes total hours 160 hours Sautee Specialty Course: 2 week, 40 hour training for entry level cooks to improve sauteing skills. Course is intended for graduates of the Line Cook training class or working cooks to focus on learning and practicing saute techniques. Classes are conducted Monday — Friday, 4 hours per day. WORK PROCESS SCHEDULE Specialty Class for Level entry cook 2 weeks program 5 days /week /Monday to Friday 4 Hours DAY/ 8.00 AM to 12.00 PM SUMMARY Day 1 sauteing chicken 4 Hours Day 2 sauteing red meat 4 Hours Day 3 sauteing Fish 4 Hours Day 4 sauteing Seafood 4 Hours Day 5 sauteing Veggies 4 Hours Day6 sauteing breakfast Station 1 4 Hours Day7 sauteing breakfast Station 2 4 Hours Day 8 sauteing crepe station 4 Hours Day9 sauteing saute station 4 Hours Day 10 sauteing Action station 4 Hours Workplace Sanitation Program: Workplace Sanitation, Safety and Disinfection Program prepares hospitality employees to increase safety for themselves and guests during the pandemic. These 4 — 6 hour courses are geared toward classifications such as kitchen and food, customer service, and room attendants. Select Pictures of Pre -pandemic Classes in partnership with the CRA: Proposed CRA Budget for HEAT May 2022 - Sept 2022 CRA% May22-Sept22 Expenses Personnel Expense Director of Culinary Instruction Training Center Outreach Coordinator 2nd staff trainee Half time Office Administrator .5 FTE (Hourly) Payroll Taxes @.0765 Benefits @ 1000/mo per FTE ($500 indiv/1500 fam) Work Comp 100% 100% 100% 100% 100% 100% 100% Professional Services Accounting 100% Office Equipment and Supplies Furniture and equipment 50% Training/Instructional Equipment Books/Test materials/Fees (ServSafe) Consumables Disposables Perishables Safety and Sanitation Secure Storage (student materials and equipment) Small Equipment Smallwares Student Knife Kits Student Uniforms 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Insurance General Liabiltiy D&O / Professional Liabiltiy Employee Dishonesty Bond (3-year Period) 100% 100% 100% Advertising/Marketing/Outreach Graphic Design Outreach & Community Activities Graduation 100% 100% 100% Contingency 108,009 2,500 1,000 27,100 4,167 4,750 28% 2,474 Total Projected Expenses 150,000 Proposed CRA Budget for HEAT Oct 2022 - Sept 2023 CRA % Oct 22 - Sept 23 Expenses Personnel Expense Director of Culinary Instruction Training Center Outreach Coordinator Payroll Taxes @.0765 Benefits @ 1000/mo per FTE ($500 indiv/1500 fam) 100% 100% 100% 100% Training/Instructional Equipment Books/Test materials/Fees (ServSafe) Consumables Disposables Perishables Safety and Sanitation Secure Storage (student materials and equipment) Small Equipment Smallwares Student Knife Kits Student Uniforms 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Insurance General Liabiltiy D&O / Professional Liabiltiy Employee Dishonesty Bond (3-year Period) 100% 100% 100% Total Projected Expenses 149,979 40,000 10,021 200,000 EXHIBIT "C" INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE HOSPITALITY EMPLOYEES ADVANCEMENT AND TRAINING, INC. 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 & SEOPW CRA 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/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.