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HomeMy WebLinkAbout24181AGREEMENT INFORMATION AGREEMENT NUMBER 24181 NAME/TYPE OF AGREEMENT THE BAKEHOUSE ART COMPLEX, INC. DESCRIPTION GRANT FUNDING AGREEMENT/MEET STRUCTURAL DEFICIENCIES OF 40-YEAR RECERTIFICATION & REPLACE ROOF TO SEAL ENVELOPE/FILE ID: 11847/R-22-0171 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 10/19/2022 DATE RECEIVED FROM ISSUING DEPT. 11/9/2022 NOTE DOCUSIGN AGREEMENT BY EMAIL CCITY OF MIAMI, FLORIDA OFFICE OF MANAGEMENT AND BUDGET THE AMERICAN RESCUE PLAN ACT OF 2021 ("ARPA") GRANT FUNDING AGREEMENT This Agreement (hereinafter the "Agreement") is entered into this day of , 2022, between the City of Miami, a municipal corporation of the State of Florida (hereinafter the "CITY"), & The Bakehouse Art Complex, Inc. a Florida Not for Profit Corporation (hereinafter referred to as the "BENEFICIARY"). FUNDING SOURCE: United States Department of the Treasury CFDA# (If applicable): EIN: 59-2104864 AMOUNT: $ 2,000,000.00 TERM OF AGREEMENT: See Section 3.2 PROJECT NUMBER: DUNS® NUMBER: 829358597 AGENCY'S ADDRESS: 561 NW 32°" Street Miami, FL 33127 Rev, 7.8.22 1 WITNESSETH WHEREAS, the Scope of Work described in the Agreement are authorized through the Act and the Resolution, with funding from the United States Department of the Treasury; and WHEREAS, the City Commission of the City of Miami authorized the City Manager to execute the necessary agreements with the BENEFICIARY so that BENEFICIARY can undertake repairs and renovations to the structure and envelope of the organization's existing building including addressing and upgrading electrical infrastructure, structural repair and remediation, life - safety issues, making necessary repairs needed for the Forty -Year Recertification process, roof replacement, installing hurricane impact window upgrades, updating building technology, and ensuring compliance with current building codes; and WHEREAS, the parties hereto have agreed to the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth, the parties understand and agree as follows: ARTICLE I EXHIBITS AND DEFINITIONS 1.1 EXHIBITS. Attached hereto and forming a part of this Agreement are the following Exhibits: Exhibit A Corporate Resolution Authorizing Execution of this Agreement Exhibit B Scope of Work Exhibit C Compensation and Budget Summary Exhibit D Certification Regarding Lobbying Form Exhibit E Certification Regarding Debarment, Suspension and other Responsibility Matters (Primary Covered Transactions Form) Exhibit F Crime Entity Affidavit Exhibit G Insurance Requirements Exhibit H Programmatic Reporting Requirements 1.2 DEFINED TERMS. As used herein the following teens shall mean: Rev. 8.23.22 2 Funds: The $2,000,000.00 paid to BENEFICIARY in exchange for BENEFICIARY completing the activities described in the Scope of Work set forth in Exhibit B. Agreement Records: Any and all books, records, documents, information, data, papers, letters, materials, and computerized or electronic storage data and media, whether written, printed, computerized, electronic or electrical, however collected or preserved, which is or was produced, developed, maintained, completed, received or compiled by or at the direction of the BENEFICIARY or any subcontractor in carrying out the duties and obligations required by the terms of this Agreement, including, but not limited to, financial books and records, ledgers, drawings, maps, pamphlets, designs, electronic tapes, computer drives and diskettes or surveys. CFR: Code of Federal Regulations. Department: The City of Miami Office of Management Budget or its designee. Federal Award: Any federal funds received by the BENEFICIARY from any source during the period of time in which the BENEFICIARY is performing the obligations set forth in this Agreement. Program: Bakehouse undertaking repairs and renovations to the structure and envelope of Bakehouse's existing building, which is pursuant to the American Rescue Plan Act of 2021, Pub. L. No. 117-2 (March 11, 2021) (the "Act"), 31 CFR Part 35 ("Final Rule"), and by City of Miami's City Commission through Resolution No. R-22-0171 (the "Resolution") with funding from the United States Department of the Treasury, and as farther described in Exhibit B. Treasury: The United States Department of the Treasury. ARTICLE II BASIC REQUIREMENTS The following documents must be approved by the CITY and must be on file with the Department prior to the CITY's execution of this Agreement: 2.1 The Scope of Work submitted by the BENEFICIARY to the CITY which shall become attached hereto as Exhibit "B" to this Agreement and shall include the following: 2.1.1 The description section shall detail the activities and/or work to be carried out by the BENEFICIARY and the goals of the activities and/or work being undertaken. It should specifically describe the activities and/or work to be carried out as a result of the expenditure of Funds. Where appropriate it should list measurable Rev. 8.23.22 3 objectives, provide metrics, define the who, what, where and when of the activities, work, and/or project, and in general detail how these activities, work, and/or project will benefit the BENEFICIARY and the community it serves. 2.1.2 The schedule should provide projected milestones and deadlines for the accomplishment of tasks in carrying out the Scope of Work. These projected milestones and deadlines are a basis for measuring actual progress during the term of this Agreement. These items shall be in sufficient detail to provide a sound basis for the CITY to effectively monitor performance by the BENEFICIARY under this Agreement. 2.1.3 A Statement of Need should be provided and, if available, it is recommended to provide any applicable data and source citations for said data. It should provide a description of the specific harm or need to be addressed, and why the harm was exacerbated or caused by COVID-19. It should also provide an explanation of why existing capital equipment, property, or facilities would be inadequate to addressing the harm or need and why policy changes or additional funding to pertinent programs or services would be insufficient without the corresponding capital expenditures. It should also provide a comparison of the proposed capital project against at least two alternative capital expenditures and demonstration of why the proposed capital expenditure is superior. 2.1.4 The Scope of Work should provide a Project/Program Objective which shall include the population being served and any applicable and available demographic information. 2.1.5 Identify any key factors of the Scope of Work that demonstrate why the activities and/or services are eligible for ARPA Funding. 2.1.6 If the Scope of Work uses evidence -based interventions, the BENEFICIARY must provide the evidence base for the interventions that are ARPA funded. BENEFICIARY shall identify the total dollar amount of the Award allocated towards evidence -based interventions in the Budget Summary identified in Section 2.2 of this Agreement. 2.1.7 The BENEFICIARY shall include an estimated project timeline for the activities and/or work identified in the Scope of Work. Said project timeline shall be in accordance with Section 3.2 of this Agreement. 2.2 The Budget Summary attached hereto as Exhibit "C", including the BENEFICIARY's Itemized Budget, Cost Allocation, Budget Narrative, Staff Salary Schedule and a copy of all subcontracts. 2.3 A list of the BENEFICIARY's present officers and members of the Board (names, addresses, and telephone numbers.) 2.4 A list of key staff persons (with their titles) who will carry out the Scope of Work. 2.5 Completion of an Authorized Representative Statement, in a form acceptable to the CITY. Rev. 8.23.22 4 2.6 Completion of a Statement of Accounting System. 2.7 A copy of the BENEFICIARY's corporate personnel policies and procedures. 2.8 Job description and resumes for all positions funded in whole or in part under this Agreement. 2.9 Copy of the BENEFICIARY's last federal income tax return (IRS Form 990). 2.10 The following corporate documents: (i) Bylaws, resolutions, and incumbency certificates for the BENEFICIARY, certified by the BENEFICIARY' s Corporate Secretary, authorizing the consummation of the transactions contemplated hereby, all in a form satisfactory to the CITY. 2.11 Acceptance of the requirements contained under the Act and Lead Based Paint regulations under 24 CFR Part 35. 2.12 ADA Requirements. 2.13 Drug Free Certification. 2.14 All other documents reasonably required by the CITY. ARTICLE III TERMS AND PROCEDURES 3.1 CITY AUTHORIZATION. For the purpose of this Agreement, the Department will act on behalf of the CITY in the fiscal control, programmatic monitoring and modification of this Agreement, except as otherwise provided in this Agreement. 3.2 EFFECTIVE DATE AND TERM: The effective date of this Agreement is the date that the City Clerk signs this Agreement ("Effective Date"). The term of this Agreement shall commence on the Effective Date and shall expire one (1) year thereafter unless extended per written agreement by both parties. Pursuant to the Final Rule, the funds must be expended by December 31, 2026, and therefore this Agreement shall not be extended beyond said date. The term of this Agreement may be amended, modified, or subject to termination in the event the Final Rule amends the timeframe for which the funds must be expended. 3.3 OBLIGATIONS OF BENEFICIARY. The BENEFICIARY shall carry out the work and activities as prescribed in its Scope of Work, attached hereto and incorporated herein as Exhibit "B" ("Scope of Work"), which is attached and incorporated herein and made a part of this Agreement, in a manner that is lawful, and satisfactory to the CITY, and in accordance with the written policies, procedures, and requirements as prescribed in this Agreement, and as set forth by the Treasury and the CITY. 3.4 POLICIES AND PROCEDURES. This Agreement is subject to the current Federal requirements and/or regulations under the Act or otherwise, as may be amended. The BENEFICIARY is aware of and accepts the Act, the Final Rule, and the Programmatic Reporting Rev. 8.23.22 5 Requirements, which is attached hereto and incorporated herein as Exhibit "H," (collectively, "Policies and Procedures"), as the official documents that outline the fiscal, administrative, and federal guidelines that shall regulate the day-to-day operations of the BENEFICIARY. The Policies and Procedures are incorporated herein and made part of this Agreement. The CITY reserves the right to update the Policies and Procedures, or any portion thereof, in the CITY's sole and absolute discretion. The updated version(s) of the Policies and Procedures shall be incorporated and made a part of this Agreement. 3.5 LEVEL OF SERVICE. Should start-up time for the Scope of Work be required or in the event of the occurrence of any delays in the activities thereunder, the BENEFICIARY shall immediately notify the Department in writing, giving all pertinent details and indicating when the Scope of Work shall begin and/or continue. It is understood and agreed that the BENEFICIARY shall maintain the level of activities and expenditures in existence prior to the execution of this Agreement. Any activities funded through or as a result of this Agreement shall not result in the displacement of employed workers, impair existing agreements for services or activities, or result in the substitution of funds allocated under this Agreement for other funds in connection with work which would have been performed in the absence of this Agreement. 3.6 PRIOR APPROVAL. The BENEFICIARY shall obtain the prior approval of the CITY prior to undertaking any of the following with respect to the project and/or the Scope of Work: • The modification or addition of any Scope of Work activities and/or work as listed in Exhibit B and/or the Itemized Budget. • Any out-of-town travel not specifically listed in the Itemized Budget. • The use of Funds in any manner not specifically listed in the Itemized Budget. • The disposal of any Agreement Records. ARTICLE IV FUNDING AND DISBURSEMENT REQUIREMENTS 4.1 COMPENSATION. The amount of compensation payable by the CITY to the BENEFICIARY shall be pursuant to the rates, schedules and conditions described in Exhibit "C" attached hereto and incorporated into this Agreement. 4.2 INSURANCE. At all times during the term hereof, the BENEFICIARY shall maintain insurance acceptable to the CITY. Prior to commencing any activity under this Agreement, the BENEFICIARY shall furnish to the CITY original certificates of insurance indicating that the BENEFICIARY is in compliance with the provisions described in Exhibit "G-2" attached hereto and incorporated into this Agreement. At all times during the term hereof, the BENEFICIARY's contractor shall maintain insurance acceptable to the CITY. Prior to commencing any construction activity under this Agreement, the BENEFICIARY or their contractor shall furnish to the CITY original certificates of insurance indicating that the BENEFICIARY is in compliance with the provisions described in Exhibit "G- 1" attached hereto and incorporated into this Agreement. Rev. 8.23.22 6 Failure to comply with these Insurance Requirements shall constitute an event of default and the City may exercise any rights and/or remedies afforded to it pursuant to this Agreement, and/or afforded to it in law or equity. 4.3 FINANCIAL ACCOUNTABILITY. The CITY reserves the right to audit the records of the BENEFICIARY at any time during the performance of this Agreement and for a period of five (5) years after its expiration/termination. The BENEFICIARY agrees to provide all financial and other applicable records and documentation of services to the CITY. Any payment made shall be subject to reduction for amounts included in the related invoice which are found by the CITY, on the basis of such audit and at its sole discretion, not to constitute reasonable and necessary expenditures. Any payments made to the BENEFICIARY are subject to reduction for overpayments on previously submitted invoices. 4.4 RECAPTURE OF FUNDS. The CITY reserves the right to recapture Funds in the event that the BENEFICIARY shall fail: (i) to comply with the terms of this Agreement, or (ii) to accept conditions imposed by the CITY at the direction of the federal, state, and local governments and/or agencies. 4.5 CONTINGENCY CLAUSE. Funding pursuant to this Agreement is contingent on the availability of funds and continued authorization for Program activities, and is also subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or changes in rules, laws, federal guidance, rules, laws, and regulations. ARTICLE V AUDIT REQUIREMENTS 5.1 As a necessary part of this Agreement, the BENEFICIARY shall adhere to the following audit requirements: 5.1.1 If the BENEFICIARY expends $750,000 or more in federal funds during its fiscal year, it shall have a Single or a Program -Specific Audit conducted for that year. Such Audit must be conducted in accordance with General Accepted Government Auditing Standards (GAGAS.) a) Single Audit. A single audit must be conducted in accordance with the applicable requirements of 2 CFR 200.514 "Scope of Audit", except when the BENEFICIARY elects to have a Program -Specific Audit conducted in accordance with paragraph b) of this section. b) Program -Specific Audit. When a BENEFICIARY expends Federal Awards under only one federal program and the federal program's statutes, regulations, or the terms and conditions of the Federal Award do not require a financial statement audit of the BENEFICIARY, the BENEFICIARY may elect to have a Program -Specific Audit conducted in accordance with the applicable requirements of 2 CFR 200.507 "Program -Specific Audits". Rev. 8.23.22 7 The auditor must: (i) Perfonn an audit of the financial statement(s) for the Federal program in accordance to GAGAS; (ii) Obtain an understanding of internal controls and perfoiili tests of internal controls over the Federal program consistent with the applicable requirements of 2 CFR 200.514(c) to ensure compliance with procedures; (iii) Perform procedures to determine whether the BENEFICIARY has complied with Federal statutes, regulations, and the terms and conditions of Federal Awards that could have a direct and material effect on the Federal program consistent with the applicable requirements of 2 CFR 200.514(d); (iv) Follow up on prior audit findings, perform procedures to assess the reasonableness of the summary schedule of prior audit findings prepared by the BENEFICIARY in accordance with the applicable requirements of 2 CFR 200.511 "Audit findings follow-up", and report, as a current year audit finding, when the auditor concludes that the summary schedule of prior audit findings materially misrepresents the status of any prior audit finding; and (v) Report any audit findings consistent with the applicable requirements of 2 CFR 200.516 "Audit findings". The auditor's report(s) must state that the audit was conducted in accordance with the applicable requirements of 2 CFR 200.507 "Program -Specific Audits" and include the following: (i) An opinion (or disclaimer of opinion) as to whether the financial statement(s) of the Federal program is presented fairly in all material respects in accordance with the stated accounting policies; (ii) A report on internal control related to the Federal program, which must describe the scope of testing of internal control and the results of the tests; (iii) A report on compliance which includes an opinion (or disclaimer of opinion) as to whether the BENEFICIARY complied with laws, regulations, and the terms and conditions of Federal Awards which could have a direct and material effect on the Federal program; and (iv) A schedule of findings and questioned costs for the Federal program that includes a summary of the auditor's results relative to the Federal program in a format consistent with 2 CFR 200.515 "Audit reporting", paragraph (d)(1) and findings and questioned costs consistent with the requirements of 2 CFR 200.515 "Audit reporting", paragraph (d)(3). Rev. 8.23.22 5.1.2 If the BENEFICIARY expends less than $750,000 in federal funds during its fiscal year, it is exempted from federal audit requirements for that year and consequently the audit cost is not a reimbursable expense. The CITY, however, may request the BENEFICIARY to have a limited scope audit for monitoring purposes. These limited scope audits will be paid for and arranged by the CITY and address only one or more of the following types of compliance requirements: activities allowed or unallowed; allowable costs/cost principles; eligibility; matching, level of effort, earmarking; and, reporting. All reports presented to the CITY shall, where applicable, include sufficient information to provide a proper perspective for judging the prevalence and consequences of the findings, such as whether an audit finding represents an isolated instance or a systemic problem. Where appropriate, instances identified shall be related to the universe and the number of cases examined and quantified in terms of dollar value. ARTICLE VI RECORDS AND REPORTS 6.1 The BENEFICIARY shall establish and maintain sufficient records to enable the CITY to determine whether the BENEFICIARY has met the requirements of the Program. At a minimum, the following records shall be maintained by the BENEFICIARY: 6.1.1 Records providing a full description of each activity and/or work assisted (or being assisted) with Funds, including its location (if the activity has a geographical locus), the amount of Funds budgeted, obligated and expended for the activity/work, and the specific provision in the Program regulations under which the activity is eligible. 6.1.2 Records demonstrating that client meets eligibility criteria set forth in the Policies and Procedures and the Resolution, and that such information is provided in the faun required in same. 6.1.4 Records required to be maintained in accordance with other applicable laws and regulations set forth in the Final Rule. 6.2 RETENTION AND ACCESSIBILITY OF RECORDS. 6.2.1 The Department shall have the authority to review the BENEFICIARY's records, including project and programmatic records and books of account, for a period of five (5) years from the expiration/termination of this Agreement (the "Retention Period"). All books of account and supporting documentation shall be kept by the BENEFICIARY at least until the expiration of the Retention Period. The BENEFICIARY shall maintain records sufficient to meet the requirements of the Final Rule. All records and reports required herein shall be retained and made accessible as provided thereunder. The BENEFICIARY further agrees to abide by Rev. 8.23.22 9 Chapter 119, Florida Statutes, as the same may be amended from time to time, pertaining to public records. The BENEFICIARY shall ensure that the Agreement Records shall be at all times subject to and available for full access and review, inspection and audit by the CITY, federal personnel and any other personnel duly authorized by the CITY. The parties hereto further agree that any of the obligations in this section will survive the term, termination, and cancellation hereof. IF BENEFICIARY HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO BENEFICIARY'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT AS A PUBLIC CONTRACT, PLEASE CONTACT THE CITY' S CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE NUMBER 305-416-1800, EMAIL. PUBLICRECORDS@MIAMIGOV.COM, AND MAILING ADDRESS: PUBLIC RECORDS C/O OFFICE OF THE CITY ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130 OR THE DEPARTMENT'S CUSTODIAN OF RECORDS AT THE OFFICE OF MANAGEMENT AND BUDGET, 444 SW 2ND AVENUE, 5TH FLOOR, MIAMI, FL 33130. 6.2.2 The BENEFICIARY shall include in all the Department approved subcontracts used to engage subcontractors to carry out any eligible substantive project or programmatic activities, as such activities are described in this Agreement and defined by the Department, each of the record -keeping and audit requirements detailed in this Agreement. The Department shall in its sole discretion determine when activities/work are eligible substantive project and/or programmatic activities and subject to the audit and record -keeping requirements described in this Agreement. 6.2.3 If the CITY or the BENEFICIARY has received or given notice of any kind indicating any threatened or pending litigation, claim or audit arising out of the activities pursuant to the project, the activities and/or the Scope of Work or under the terms of this Agreement, the Retention Period shall be extended until such time as the threatened or pending litigation, claim or audit is, in the sole and absolute discretion of the Dep.(talent fully, completely and finally resolved. 6.2.4 The BENEFICIARY shall notify the Department in writing both during the term of this Agreement and after its expiration/termination as part of the final close-out procedure, of the address where all Agreement Records will be retained. Rev. 8.23.22 10 6.2.5 The BENEFICIARY shall obtain the prior written consent of the Department to the disposal of any Agreement Records within one year after the expiration of the Retention Period. 6.3 PROVISION OF RECORDS. 6.3.1 At any time upon request by the Department, the BENEFICIARY shall provide all Agreement Records to the Depai talent. The requested Agreement Records shall become the property of the Depai talent without restriction, reservation, or Iimitation on their use. The Department shall have unlimited rights to all books, articles, or other copyrightable materials developed in the performance of this Agreement. These rights include the right of royalty -free, nonexclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, the Scope of Work for public purposes. 6.3.2 If the BENEFICIARY receives funds from, or is under regulatory control of, other governmental agencies, and those agencies issue monitoring reports, regulatory examinations, or other similar reports, the BENEFICIARY shall provide a copy of each such report and any follow-up communications and reports to the Department immediately upon such issuance, unless such disclosure would be prohibited by any such issuing agency. 6.4 MONITORING. The BENEFICIARY shall permit the Department and other persons duly authorized by the CITY or Department to inspect all Agreement Records, facilities, goods, work, and activities of the BENEFICIARY which are in any way connected to the activities/work undertaken pursuant to the terms of this Agreement, and/or interview any clients, employees, subcontractors or assignees of the BENEFICIARY. Following such inspection or interviews, the Department will deliver to the BENEFICIARY a report of its findings. The BENEFICIARY will rectify all deficiencies cited by the Department within the specified period of time set forth in the report or provide the Department with a reasonable justification for not correcting the same. The Department will determine in its sole and absolute discretion whether or not the BENEFICIARY' s justification is acceptable. At the request of the CITY, the BENEFICIARY shall transmit to the CITY written statements of the BENEFICIARY's official policies on specified issues relating to the BENEFICIARY's activities. The CITY will carry out monitoring and evaluation activities, including visits and observations by CITY staff. The BENEFICIARY shall ensure the cooperation of its employees and its board members in such efforts. Any inconsistent, incomplete, or inadequate information either received by the CITY or obtained through monitoring and evaluation by the CITY, shall constitute cause for the CITY to terminate this Agreement. 6.5 RELATED PARTIES. The term "related -party transaction" includes, but is not limited to, a for -profit or nonprofit subsidiary or affiliate organization, an organization with an overlapping board of directors and an organization for which the BENEFICIARY is responsible for appointing memberships. Upon forming the relationship or if already fotllied, before of at the time of Rev. 8.23.22 i1 execution of this Agreement, the BENEFICIARY shall report such relationship to the Department. Any supplemental information shall be promptly reported to the Department. The BENEFICIARY shall report to the Department the name, purpose for and any and all other relevant information in connection with any related -party transaction. 6.6 PROGRESS REPORTS. The BENEFICIARY shall submit to the CITY, on a quarterly basis, a Scope of Work status report. ARTICLE VII OTHER PROGRAM REQUIREMENTS 7.1 The BENEFICIARY shall maintain current documentation that its activities/work are Program eligible in accordance with the Act, Policies and Procedures, and the Resolution. 7.2 The BENEFICIARY shall comply with all applicable provisions of the Act, Policies and Procedures, and the Resolution and the BENEFICIARY shall carry out each activity in compliance with all applicable federal, state, and local laws, rules, and regulations described therein. BENEFICIARY acknowledges that it may be required to comply with additional requirements imposed by the Treasury and/or the CITY, and BENEFICIARY agrees to comply with such requirements upon written notice from the CITY. 7.4 The BENEFICIARY shall cooperate with the Department in attending meetings at the request of the Department and to provide information as requested or required to the Department. 7.5 OMITTED. 7.6 NONDISCRIMINATION. The BENEFICIARY shall not discriminate on the basis of race, color, national origin, sex, religion, age, marital or family status or handicap in connection with the activities and/or the Scope of Work or its performance under this Agreement. Furthermore, the BENEFICIARY agrees that no otherwise qualified individual shall, solely by reason of his/her race, sex, color, creed, national origin, age, marital status, sexual orientation or handicap, be excluded from the participation in, be denied benefits of, or be subjected to discrimination under any program or activity receiving Funds. 7.7 The BENEFICIARY shall carry out its Scope of Work in compliance with all federal laws and regulations, state statutes, and local laws. 7.8 OMITTED. 7.10 RELIGIOUS ORGANIZATIONS/CONSTITUTIONAL PROHIBITION. If the BENEFICIARY is or was created by a religious organization, the BENEFICIARY agrees that all Funds disbursed under this Agreement shall be subject to the conditions, restrictions, and limitations of the Act and all applicable laws. In accordance with the First Amendment of the United States Constitution, particularly regarding the relationship between church and State, Funds may not be used for religious activities. The Rev. 8.23.22 12 BENEFICIARY shall comply with those requirements and prohibitions when entering into subcontracts. 7.11 REVERSION OF FUNDS. Upon expiration/termination of this Agreement, the BENEFICIARY must transfer to the CITY any unused Funds at the time of expiration/termination and any accounts receivable attributable to the use of Funds. 7.12 ENFORCEMENT OF THIS AGREEMENT. Any violation of this Agreement that remains uncured thirty (30) days after the BENEFICIARY's receipt of notice from the CITY (by certified or registered mail) of such violation may, at the option of the CITY, be addressed by an action for damages or equitable relief, or any other remedy provided at law or in equity. In addition to the remedies of the CITY set forth herein, if the BENEFICIARY fails to comply with the terms of this Agreement, the CITY may suspend or terminate this Agreement in accordance with Article X of this Agreement. 7.13 SUBCONTRACTS AND ASSIGNMENTS. 7.13.1 The BENEFICIARY shall ensure that all subcontracts and assignments: (a) Identify the full, correct, and legal name of all parties; (b) Describe the activities to be performed; (c) Present a complete and accurate breakdown of its price components; (d) Incorporate a provision requiring compliance with all applicable regulatory and other requirements of this Agreement. The requirements of this paragraph apply only to subcontracts and assignments in which parties are engaged to carry out any eligible work, as may be defined by the CITY, set forth in this Agreement. The CITY shall in its sole discretion determine when activities/work are eligible activities/work pursuant to the Act, the Resolution, and the Scope of Work. 7.13.2 The BENEFICIARY shall incorporate in all consultant subcontracts the following provision: "The BENEFICIARY is not responsible for any insurance or other fringe benefits for the Consultant or employees of the Consultant, e.g., social security, income tax withholding, retirement or leave benefits normally available to direct employees of the BENEFICIARY. The Consultant assumes full responsibility for the provision of all insurance and fringe benefits for himself or herself and employees retained by the Consultant in carrying out the Scope of Work provided in this subcontract." 7.13.3 The BENEFICIARY shall be responsible for monitoring the contractual performance of all contracts it enters into (and any subcontracts that may arise therefrom) in furtherance of the Scope of Work. 7.13.4 The BENEFICIARY shall submit to the CITY for its review and confirmation any contract engaging any party to carry out any Scope of Work activities, to ensure its compliance with the requirements of this Agreement. The CITY's review and Rev. 8.23.22 13 confirmation shall be obtained prior to the release of any funds for the BENEFICIARY' s contractor(s). 7.13.5 The BENEFICIARY shall receive written approval from the CITY prior to either assigning or transferring any obligations or responsibility set forth in this Agreement or the right to receive benefits or payments resulting from this Agreement. Approval by the CITY of any subcontract or assignment shall not under any circumstances be deemed to require for the CITY to incur any obligation in excess of the total dollar amount agreed upon in this Agreement. 7.13.6 The BENEFICIARY and its contractor(s) shall comply (when applicable) with the Copeland Kick Back Act, Davis -Bacon Act, Contract Work Hours and Safety - Standards Act, and Lead -Based Paint Poisoning Prevention Act and all other related acts, as applicable. 7.14 USE OF FUNDS FOR LOBBYING PROHIBITED. The expenditure of Agreement funds for the purpose of lobbying the Legislature, judicial branch, or a state agency are expressly prohibited. ARTICLE VIII BENEFICIARY CERTIFICATIONS, ASSURANCES, AND REGULATIONS. 8.1 The BENEFICIARY certifies that: (a) The BENEFICIARY possesses the legal authority to enter into this Agreement pursuant to authority that has been duly adopted or passed as an official act of the BENEFICIARY's governing body, authorizing the execution of the Agreement, including all understandings and assurances contained herein, and directing and authorizing the person identified as the official representative of the BENEFICIARY to act in connection with this Agreement and to provide such information as may be required. (b) The BENEFICIARY shall comply with the Hatch Act, which Iimits the political activity of employees. (c) The BENEFICIARY shall establish safeguards to prohibit its employees from using their positions for a purpose that is or gives the appearance of being motivated by desire for private gain for themselves or others, particularly those with whom they have family, business, or other ties. (d) To the best of its knowledge and belief, the BENEFICIARY and its principals: are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; (i) 14 Rev. 8.23.22 (ii) have not, within a three-year period preceding the date of this Agreement, been convicted of or had a civil judgment rendered against any of them for the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or a contract under a public transaction; violation of Federal or State antitrust statutes or falsification or destruction or records, making false statements, or receiving stolen property; (iii) are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State, or local) with the commission of any of the offenses enumerated in this Article VIII; and (iv) have not, within a three-year period preceding the date if this Agreement, had one or more public transactions (Federal, State, or local) terminated for cause or default. ARTICLE IX INTENTIONALLY OMITTED ARTICLE X REMEDIES, SUSPENSION, TERMINATION 10.1 REMEDIES FOR NONCOMPLIANCE. The CITY retains the right to terminate this Agreement at any time prior to the completion of the activities/work required pursuant to this Agreement without penalty to the CITY. In that event, notice of termination of this Agreement shall be in writing to the BENEFICIARY, who shall be paid for eligible work completed prior to the date of its receipt to the notice of termination. In no case, however, shall the CITY pay the BENEFICIARY an amount in excess of the total sum provided by this Agreement. It is hereby understood by and between the CITY and the BENEFICIARY that any payment made in accordance with this Agreement to the BENEFICIARY shall be made only if the BENEFICIARY is not in default under the terms of this Agreement. If the BENEFICIARY is in default, the CITY shall not be obligated and shall not pay to the BENEFICIARY any sum whatsoever. If the BENEFICIARY fails to materially comply with any term of this Agreement, the CITY may take one or more of the following courses of action: 10.1.1 Temporarily withhold cash payments pending correction of the deficiency by the BENEFICIARY, or such more severe enforcement action as the CITY determines is necessary or appropriate. 10.1.2 Disallow (that is, deny both the use of funds and matching credit) for all or part of the cost of the activity, work, or action not in compliance. Rev. 8.23.22 15 10.1.3 Wholly or partially suspend or terminate the current Funds committed to the BENEFICIARY. 10.1.4 Withhold further grants, loans, and/or other monies for the BENEFICIARY. 10.1.5 Take all such other remedies that may be legally available. 10.2 SUSPENSION. 10.2.1 The Department may, for reasonable cause, temporarily suspend the BENEFICIARY' s operations and authority to obligate funds under this Agreement or withhold payments to the BENEFICIARY pending necessary corrective action by the BENEFICIARY. Reasonable cause shall be determined by the Department in its sole and absolute discretion, and may include: (i) Ineffective or improper use of the Funds by the BENEFICIARY; (ii) Failure by the BENEFICIARY to comply with any term or provision of this Agreement; (iii) Failure by the BENEFICIARY to submit any documents required by this Agreement; or (iv) The BENEFICIARY's submittal of incorrect or incomplete documents. 10.2.2 The Department may at any time suspend the BENEFICIARY's authority to obligate funds, withhold payments, or both. 10.2.3 The actions described in paragraphs 10.2.1 and 10.2.2 above may be applied to all or any part of the activities funded by this Agreement. 10.2.4 The Department will notify the BENEFICIARY in writing of any action taken pursuant to this Article, by certified mail, return receipt requested, or by in person delivery with proof of delivery. The notification will include the reason(s) for such action, any conditions relating to the action taken, and the necessary corrective action(s). 10.3 TERMINATION. 10.3.1 Termination Because of Lack of Funds. In the event the CITY does not receive funds to finance this Agreement from its funding source, or in the event that the CITY's funding source de -obligates the funds allocated to fund this Agreement, the Department may terminate this Agreement upon not less than twenty-four (24) hours prior notice in writing to the BENEFICIARY. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. In the event that the CITY's funding source reduces the CITY's entitlement under the Program, the CITY shall determine, in its sole and absolute discretion, the availability of funds for the BENEFICIARY pursuant to this Agreement. Rev. 8.23.22 16 10.3.2 Termination for Breach. The Department may terminate this Agreement, in whole or in part, in the event the Department determines, in its sole and absolute discretion, that the BENEFICIARY is materially non -compliant with any term or provision of this Agreement. The Department may terminate this Agreement, in whole or in part, in the event that the Department determines, in its sole and absolute discretion, that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the BENEFICIARY to the CITY, direct or contingent, whether now or hereafter due, existing, created or arising. 10.3.3 Unless the BENEFICIARY's breach is waived by the Department in writing, the CITY may, by written notice to the BENEFICIARY, terminate this Agreement upon not less than twenty-four (24) hours prior written notice. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. The provisions hereof are not intended to be, and shall not be, construed to limit the Department's right to legal or equitable remedies. ARTICLE XI MISCELLANEOUS PROVISIONS 11.1 INDEMNIFICATION. The BENEFICIARY shall indemnify, hold harmless, and defend the CITY, its officers, agents, directors, and/or employees, from liabilities, damages, losses, judgments, and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of BENEFICIARY and persons employed or utilized by BENEFICIARY in the performance of this Agreement. BENEFICIARY shall, further, hold the CITY, its officials andlor employees, harmless for, and defend the CITY, its officials and/or employees against, any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted work, even if it is alleged that the CITY, its officials andlor employees were negligent. These indemnifications shall survive the term of this Agreement. In the event that any action or proceeding is brought against the CITY by reason of any such claim or demand, the BENEFICIARY shall, upon written notice from the CITY, resist and defend such action or proceeding by counsel satisfactory to the CITY. The BENEFICIARY expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the BENEFICIARY shall in no way limit the responsibility to indemnify, keep and save harmless and defend the CITY or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate the BENEFICIARY to defend, at its own expense, to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the CITY 's option, any and all claims of liability and all suits and actions of every Rev. 8.23.22 17 name and description which may be brought against the CITY whether performed by the BENEFICIARY, or persons employed or utilized by BENEFICIARY. This indemnity will survive the cancellation or expiration of the Agreement. This indemnity will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of §725.06 and/or §725.08, Florida Statutes, as applicable. The BENEFICIARY shall require all sub -contractor agreements, if applicable, to include a provision that they will indemnify the CITY. The BENEFICIARY agrees and recognizes that the CITY shall not be held liable or responsible for any claims which may result from any actions or omissions of the BENEFICIARY in which the CITY participated either through review or concurrence of the BENEFICIARY's actions. In reviewing, approving or rejecting any submissions by the BENEFICIARY or other acts of the BENEFICIARY, the CITY in no way assumes or shares any responsibility or liability of the BENEFICIARY or Sub- BENEFICIARY under this Agreement. 11.2 AMENDMENTS. No amendments to this Agreement shall be binding unless in writing and signed by both parties hereto. Budget modifications shall be approved by the Department in writing. 11.3 OWNERSHIP OF DOCUMENTS. All documents developed by the BENEFICIARY under this Agreement shall be delivered to the CITY upon completion of the activities required pursuant to this Agreement and shall become the property of the CITY, without restriction or limitation on their use if requested by the CITY. The BENEFICIARY 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 CITY to the BENEFICIARY pursuant to this Agreement shall at all times remain the property of the CITY and shall not be used by the BENEFICIARY for any other purpose whatsoever without the prior written consent of the CITY. 11.4 AWARD OF AGREEMENT. The BENEFICIARY warrants that it has not employed or retained any person employed by the CITY to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person employed by the CITY any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. 11.5 NON-DELEGABILITY. The obligations undertaken by the BENEFICIARY pursuant to this Agreement shall not be delegated or assigned to any other person or firm, in whole or in part: (a) except in accordance with the requirements of Section 7.13 hereof, and (b) without the CITY's prior written consent which may be granted or withheld in the CITY's sole discretion. 11.6 CONSTRUCTION OF AGREEMENT. This Agreement shall be construed and enforced according to the laws of the State of Florida. 11.7 CONFLICT OF INTEREST. Rev. 8.23.22 18 11.7.1 The BENEFICIARY covenants that no person under its employ who presently exercises any functions or responsibilities in connection with Program funded activities has any personal financial interest, direct or indirect, in this Agreement. The BENEFICIARY further covenants that, in the performance of this Agreement, no person having such a conflicting interest shall be employed. Any such interest on the part of the BENEFICIARY or its employees must be disclosed in writing to the CITY. 11.7.2 The BENEFICIARY is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), Miami -Dade County, Florida (Miami - Dade County Code Section 2-11-1) and the State of Florida (Chapter 112, Florida Statutes), as amended, and agrees that it shall comply in all respects with the terms of the same. 11.9 NO OBLIGATION TO RENEW. Upon expiration of the term of this Agreement, the BENEFICIARY agrees and understands that the CITY has no obligation to renew this Agreement. 11.10 ENTIRE AGREEMENT. This instrument and its attachments constitute the only agreement of the parties hereto relating to the Funds and sets forth the rights, duties, and obligations of each of the parties hereto to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 11.11 GENERAL CONDITIONS. 11.11.1 All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by in person delivery or by registered mail addressed to the other party at the address indicated herein or as the same may be changed from time to time upon notice in writing. 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, whichever is earlier. CITY OF MIAMI Office of Management and Budget 444 SW 2"a Avenue, 5th Floor Miami, FL 33130 Attn: Budget Director With a Copy To: Office of the City Attorney 444 SW 2nd Avenue, 91h Floor Miami, FL 33130 Rev. 8.23.22 19 Attn: City Attorney. BENEFICIARY The Bakehouse Art Complex, Inc. 561 NW 32" " Street Miami, FL 33136 Attn: Cathy Leff, Director 11.11.2 Title and paragraph headings are for convenient reference and are not a part of this Agreement. 11.11.3 In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms in this Agreement shall control. 11.11.4 No waiver of 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. 11.11.5 Should any provision, paragraph, sentence, word or phrase 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 or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed severed, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. 11.11.6 It is expressly agreed and by this statement specifically intended by the parties that nothing within this Agreement shall be construed as indicating any intent by either party to benefit any other entity or person not a party signatory to this Agreement by any provision or to entitle any such third party to any right of action on account hereof. 11.11.7 In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Agreement, each party shall be responsible for its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. 11.11.8This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, Rev. 8.23.22 20 PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 11.11.9 BENEFICIARY shall consult with the CITY regarding all uses and displays of the recognition of the CITY. The CITY shall have the right to approve the form and placement of all acknowledgements, which approval may be withheld in the CITY's sole discretion, 11.12 INDEPENDENT CONTRACTOR. The BENEFICIARY and its employees and agents shall be deemed to be independent contractors and not agents or employees of the CITY, and shall not attain any rights or benefits under the Civil Service or Pension Ordinances of the CITY or any rights generally afforded classified or unclassified employees; further, they shall not be, deemed entitled to the Florida Worker's Compensation benefits as employees of the CITY. 11.13 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 11.14 CERTIFICATION. The BENEFICIARY certifies that it possesses the legal authority to enter into this Agreement pursuant to authority that has been duly adopted or passed as an official act of the BENEFICIARY's governing body, authorizing the execution of this Agreement, including all understandings and assurances contained herein, and directing and authorizing the person identified as the official representative of the BENEFICIARY to act in connection with this Agreement and to provide such information as may be required. 11.15 WAIVER OF JURY TRIAL. Neither the BENEFICIARY, nor any assignee, successor, heir or personal representative of the BENEFICIARY, nor any other person or entity, shall seek a jury trial in any lawsuit, proceeding, counterclaim or any other litigation procedure based upon or arising out of any of the Agreement and/or any modifications, or the dealings or the relationship between or among such persons or entities, or any of them. Neither the BENEFICIARY, nor any other person or entity will seek to consolidate any such action in which a jury trial has been waived with any other action. The provisions of this paragraph have been fully discussed by the parties hereto, and the provisions hereof shall be subject to no exceptions. No party to this Agreement has in any manner agreed with or represented to any other party that the provisions of this paragraph will not be fully enforced in all instances. 11.16 CLOSE-OUT. When the CITY determines that all required work under the Agreement has been completed or upon the expiration or termination of the BENEFICIARY Agreement, the CITY shall require the BENEFICIARY to provide final versions of all financial, performance, and other reports. These reports may include, but are not limited to: A final performance or progress report. A financial status report. A final request for payment. Rev. 8.23.22 21 Remainder of page intentionally left blank. Signatures on the next page. Rev. 8.23.22 22 DocuSign Envelope ID: 102C3ECB-A4EC-4C06-8BF9-80DAFF206335 rbs's IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized on the date above written. BENEFICIARY The Bakehouse Art Complex, Inc. 561 NW 32nd Street AUTHORIZED REPRESENTATIVE: Title: Director CITY OF MIAMI, a municipal Corporation of the State of Florida DocuSigned by: Ar-F Pmi `— 850 C F 6 C 3 72 D D 42A... Arthur Noriega V. City Manager Miami, FL 33127 a Florida not -for -profit corporation ATTEST: Name: LA-uvh Vov 2/\ Title: C U�K W A-L " orporat post e ea ATTEST: Date: g a4 DJ.)—." u c evo <tk-A-tu DocuSigned by: DocuSigned by: E46D7560DCF1459... Date:October 19, 20addJ 1atthWT City Clerk Date:October 19, 2022 APPROVED AS TO INSURANCE APPROVED AS TO FORM AND REQUIREMENTS CORRECTNESS: ,—DocuSigned by: FratAk GDw�v7 `— 27395C6318214E7... Ann -Marie Sharpe Risk Management DocuSigned by: F1EF90AF6FE0457... Date:october 5, 2022vjia8r 4mongeT Date: October 12, 2022 I City Attorney r)(la DS 23 Rev. 8.23.22 EXHIBIT A CORPORATE RESOLUTION AUTHORIZING EXECUTION OF THIS AGREEMENT Rev. 8.23.22 24 f EXHIBIT A RESOLUTION A Resolution of the Board of Directors of the Bakehouse Art Complex, Inc, (Bakehouse) Authorizing Cathy Leff, Executive Director, to Execute an Agreement on behalf of Bakehouse with the City of Miami Office for The 21 terms and Million Dollars from The pc rtditions outlined by the City omerican Rescue Plan Act of f Miami per ty WHEREAS, Bakehouse Art Complex wasdesigned desmillion In the flundsfth Miami o Commission on May 12, 2021 as a recipient $2 ugh Resolution R-22-0171 to address forty -year recertification issues on its 561 NW 32 Street former bakery building; and, WHEREAS, the Board of Directors desires to secure the envelope of the building and address life -safety, structural and roof issues; and, WHEREAS; Cathy Leff, Executive Director, will be overseeing this project with reporting to the Board ; and, WHEREAS, these funds are critical to the Bakehouses ability to secure the envelope of its building. NOW THEREFORE, BE IT RESOLVED that the Board of Directors of the Bakehouse Art Complex, hereby adopts this Resolution authorizing Executive Director Cathy Leff to execute the Agreement with the City of Miami and comply with ail conditios, terms, and reporting as set forth In the agreement. Approved this1 day of August 2022, following a vote by the Board. Jason Korman, President, Board of Directors Bakehouse Art Complex Minutes of an electronic vote of Bakehouse Art Complex Board Taken on August 1, 2022 On August 1, 2022, Cathy Leff sent a resolution (see attached) and email to Board members authorizing her to execute on behalf of the Board the City of Miami $2M ARPA grant and asking Board members to attest there were no issues relative to Exhibits C, D, E and F of the contract (also copied here). An electronic vote was taken with all positive responses: Jason Korman Lawrence Kline Eduard Duval Carrie Adam Koffler Claudio Reidi Maurice Habif Brenda Freeman Adriene McCoy Jose Felix Diaz Lia Yaffar Wes Hevia SCOPE OF WORK EXHIBIT BIC with Budget Estimates Goal: to meet structural deficiencies of 40-year recertification and to replace roof to seal envelope SCOPE OF WORK: Description Estimated Cost Schedule 1. Structural Shoring: $210,000 Completed 8/21 through 11/1/22 a. Engineer to identify areas of concern and work with shoring contractor and shoring engineer to prepare plans, scope and implement temporary and emergency structural shoring so the building may maintain occupancy and in preparation of structural repairs.This work is completed; however there is a $10K charge per month for the required rentail of the scaffolding structure until the structural work is completed below. 2. Design Phase: $62,350 within 90 days from execution of agreement with Bakehouse a. Engineer will conduct on -site inspections and perform measurements, identify locations and approximate quantities for repair via visual inspection and sounding of structural components and roof. b. Engineer will prepare plans and specifications for the repair of the Unsafe Structural repair in accordance with the Florida State Building Code and all applicable industry standards. c. The specifications and repair plans will be comprehensive, in accordance with the Codes and standards and specific site conditions and/or related building components. d. The specifications will provide specific bidding information and guidelines for the bidding contractors. The specifications will request both lump sum and unit price amounts for the proposed work. e. The specifications will contain specific requirements and information, which must be provided by the contractor, before work may commence. Such requirements include: i. Minimum insurance requirements. ii. A list of at least four (4) references of clients for similar work. iii. A list of at least two (2) references of credit. iv. Company information v. Bid Forms vi. Bidding Instructions vii. Submittal and Mockup Requirements viii. Schedule Requirements ix. Liquidated damages for untimely completion. f. The specifications and repair plans will be specific in regard to: i. Materials to be used. il. Methods of application iii. Methods of payment iv. Construction Details v. Time/weather limitations vi. Warranties to be provided by the contractor and/or manufacturer. 3. Bidding Phase: 9,500 within 90 days from completion of Design Phase a. Engineer will assist the client with bidding the scopes and vetting bidders. b. Setting up bidding process and bid comparison. i. Engineer will forward a copy of the Specifications up to five (5) contractors (approved by the Owner and Engineer) to competitively bid the specified work. ii. Engineer will attend a pre -bid meeting with all bidding contractors. The purpose of the pre -bid meeting will be to review the specified scope of work with the contractors and to provide access to the roof deck and building to allow the bidding contractors an opportunity to review the work areas and required protections. There is no additional fee for the orchestration and attendance of one pre -bid meeting. iii. Engineer will provide all addendums as necessary as a result of contractor's inquiries and RFIs iv. All bids will be required to be sent to Engineer at a specified date. Upon receiving the bids, Engineer will prepare a table comparing each of the bids on an 'apples to apples' basis. Falcon will communicate with bidders to clarify and populate all missing or incorrect entries from the original bids. c. Bid negotiations and bidder interviews i. Engineer will negotiate bids with the selected contractors ii. Engineer will attend interviews with the contractors and the Client iii. Engineer will assist the Client in selecting the contractor by attending the meetings, vetting the contractors, checking the credentials, etc. 4. Engineering Inspection Phase $165,000 (10 month NTE) within eleven months from awarding construction documents a. On -site management will be provided by a Project Engineer under the employment of Engineer, experienced in similar projects, engineering and construction. b. Engineer will provide on -site observations at periodic points for the term of the contract. c. Field work -in -progress forms will be prepared regarding the quantities and installation of unit price items and any extra work that may be required. In the case of extra construction work, Engineer will provide detailed documentation of the required repair. d. Engineer will monitor progress of the work e. Engineer will facilitate regular construction meetings Engineer will facilitate and lead a pre - construction meeting with all involved parties to discuss overall work, sequencing, and logistics, including memorializing actions plans and required schedule submittals. f. Engineer will maintain communication between the EOR's, Contractor and the Client Management. g. Engineer will review Change Orders and Payment Applications. h. Engineer will monitor Project Schedule (to be provided by the Contractor) i. Engineer will monitor Requests for Information (RFIs) and ensure timely responses by the affected parties. j. Engineer will be providing monthly estimates for total cost and time of completion based on the progress of work. k. At the completion of the repair work, the work will be reviewed by both the Contractor's onsite supervisor, FOR and Engineer. If any 'punch list' items are outstanding, the contractor will be required to complete the work and the outstanding items will be inspected again. I. Upon final completion, Engineer will issue a final completion form attached to a copy of the field observation form. m. Upon Completion of the project, Engineer will prepare a summary of work and costs affiliated with the building, and a summary of work and costs for the entire project. 5. Roof Replacement $495,000 TBD based on availability of funds after receiving bids for the structural work. If funds available, within six months of execution of Roof Replacement Contract contingent upon compliance with Section 3.2 Effective Date and Term of ARPA Grant Funding Agreement, and the granting of any necessary extension in compliance with Section 3.2. a. Remove low slope roofing membranes to deck, repair deck as needed install new roof membrane and all related fleshings. b. Approximate 24,750SF @ $20/SF = $495,000 , including removal, insulation, membrane and accessories (Not inclusive of roof decking if needed) 6. Beam and Column Repair $750,000 within seven months from award of General Contractor Agreement a. Remove spelled, cracked, damaged concrete b. Remove and replace corroded steel reinforcement c. Clean and coat steel d. Perform structural repairs of structural concrete beams and columns 7. Facade Stucco and Brick Repair $200,000 Within six months of award of General contract agreement a. Remove spelled exterior concrete, stucco and brick finishes b. Protect and clean effected areas. c. Restore finishes Total Preliminary Repair Estimate: $1,891,850 Total Estimated Compliance: $100,000 (to cover accounting, owner's rep, insurance,audit) Contingency: $8,150 TOTAL $2,000,000 EXHIBIT C COMPENSATION AND BUDGET SUMMARY A.' The maximum compensation under this Agreement shall be $ 2,000,000.00 B. BENEFICIARY's Itemized Budget, Cost Allocation, Budget Narrative, Personnel, position title and compensation are attached hereto and made part of this Agreement. C. All payments shall be for activities/work completed only during the term of this Agreement and in compliance with the previously approved Scope of Work (Exhibit B) and Program Budget. D. Requests for payment should be made on a monthly basis. Reimbursement requests should be submitted to the CITY by the 10th of the following month to the following email address jcaldeira(a7miamigov.com after the indebtedness has been incurred in a form provided by the Department. Failure to comply with these time frames for requesting reimbursement/payment may result in the rejection of those invoices within the reimbursement package which do not meet these requirements. BENEFICIARY may enroll in Direct Payment with the CITY. The DEPARTMENT can provide additional information for the BENEFICIARY to enroll in Direct Payment. E. Each written request for payment shall contain a statement declaring and affirming that the work was completed in accordance with the approved Scope of Work and Program Budget. All documentation in support of each request shall be subject to review and approval by the CITY at the time the request is made. F. All expenditures must be verified with a copy of the original invoice and a copy of a check or other form of payment which was used to pay that specific invoice. In the event that an invoice is paid by various funding sources, the copy of the invoice must indicate the exact amount (allocation) paid by various funding sources equaling the total of the invoice. No miscellaneous categories shall be accepted as a line -item budget. G. The BENEFICIARY must submit the final request for payment to the CITY within ten (10) calendar days following the termination date of this Agreement. If the BENEFICIARY fails to comply with this requirement, the BENEFICIARY shall forfeit all rights to payment and the CITY shall not honor any request submitted thereafter. H. Any payment due under this Agreement may be withheld pending the receipt and approval by the CITY of all reports due from the BENEFICIARY as a part of this Agreement and any modifications thereto. I. During the term hereof and for a period of five (5) years following the date of the last payment made hereunder, the CITY shall have the right to review and audit the time records and related records of the BENEFICIARY pertaining to any payments by the CITY. Rev. 8.23.22 26 `... Print Name: attly ti Date , .... 'title: Directot ,. Th Bakeho c'Art Complex, nc STATE OFFLORIDA .... COUNTY. OF MIAMI-DAD ::.:. ...:.. ..... The foregoing instrument was acknowledged before rocs by means or physical presence ar online notarization, tias : � day of 'A-t/ 2022 by Cathy Leff of The Bakehouse: Art Complex, inc., a Florida Notyin. . Profit Corporation; on behalf of the corporation. Heist c is personally known to me or has produced as identifiicatiorr ...::..:.:... �,�r v rv4 l.UCU4 M, MOR Commpelon II GO 286459 , Expires December20, 2022 o' o° . flrnJd thvMO fiolalyNrylop EXHIBIT CERTIFICATION REGARDING LOBBYING Certification for� Contracts, Grants, Loans, and. Cooperatiive Agreements The undersigned certifies to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds. have been paid, or will bepaicl by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) Ifany funds other than Federal appropriated funds have been paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard norm-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) .: `: This undersigned shall mquire that the language of this certification be included in the award documents for"All"sub-awards at all tiers (including subcontracts, sub -grants, and contracts under grants, loans, and. cooperative agreements) and that all sub -recipients shall certify and disclose accordingly. *.Note: In these instances,"All" in the Final Rule is expected to be clarified to show that it applies to cover Contractlgrant transactions over $100,000 (per QMB). This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a pre -requisite far making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code, Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. . Print Name; bath Leff Title: Director, he Bakeh e Art Complex, Inc. STATE OF FLORIDA. COUNTY OF NIIAM.I-DADE The foregoing instrument was acknowledged notarization, this zqkt. day of Complex,; Inc. a Florida not for:prod any known to me or has produced ,4.1, Fe2V.22-- Date before me by means of 0 physical presence or 17'onli.ne 2022, by .Cathy Leff of The Bakehouse Art ration, behalf of the corporation. I-le/she is personally as ide__ification. LUCIA M. MGR Commission K GO 286459 Expires December 20, 2022 SvMidTM:r%Ma, Rev. 8.23.22 1, .EXHIBIT E CERTIFICATION REGARDING DEBARMENT, SUSPENSION & OTHER RESPONSIBILITY MATTERS PRIMARY COVERED TRANSACTIONS BENEFICIARY certifies to the best of its knowledge and belief, that it and its principals: Are not presently debarred, suspended, proposed for .debarment, and -declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency. b. Have not within a three-year period preceding this proposal been convicted of or had a civil judgement rendered against tltetu for conunission al' fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or falsification or destruction of records, making false statements, or receiving stolen property; e. Are not presently indicted for or otherwise criminally or civilly charged by it government entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph 1.b of this certification; and d, Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State, or local) terminated for cause or default. 2. Where the prospective primary participant is unable to certify to any of the statements in this certificati i , such pros ective participant shall submit an explanation to the City of Miami. Authorize Re res;•nta ' t'e ' ; nature: Print Name: Cathy tf Title: The Bakehouse Art C r iplex, Inc. Date STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means of D physical presence or 0 online 2022, by Cathy Leff of The Bakehouse Art Complex, Inc., a Florida not for profit corpomtiPn, on behalf of the corporation. He/she is personally known to me or has produced '-\�na d� r 1 1 as identification. notarization, this 2 day o el . Ito ig nai'rir oti 'for 1025. LUCIA M. MOR Commission N GG 288459 Expires Number 20, 2022 1101414 Thu Badgyi Notary Rev, 8.23.22 by for ��� /?�T✓ EXHIBIT F SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(A). FLORIDA STATUTES ON PUBLIC ENTITY CRIME THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. 14v4�Q l 1. This sworn s/ t lent is subbed to (4*If� P nit this individual's name anIe) &'6 //9ky (Print name of entity subni tting statements) whose business address is ,) a,ev 3z Sa„,,` „,,r j/ I 37.- and if applicable is Federal Employer Identification Number (FEIN) is Z/ O ee If the entity has no FEIN, include the Social Security Number of the individual signing this sworn Statement: 2. I understand that a "public entity crime" as defined in paragraph 287.133(1)(a), Florida Statutes, mean a violation of any state or federal law by a person with respect to and directly related to the transactions of business with any public entity or with an agency or political subdivision of any other state or with the United States including, but not limited to any bid or contract for goods or services to be provided to any public entity or any agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 3. I understand that "convicted" or "convection" as defined in Paragraph 287.133(1)(b), Florida Statutes means a finding of guilt or a conviction of a public entity crime, with or without adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a Jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere. 4. I understand that an "affiliate" as defined in paragraph 287.133(1)(a), Florida Statutes, means: I. A predecessor or successor of a person convicted of public entity crime; or 2. An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prirna facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 5. I understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The Rev. 8.23.22 30 terns "pcison" includes those officers, executives, partners, shareholders, arnployccy, members, and agents who are active in management of an entity, 6, Based on information and belief, the statement which I have mnrked below is true in a relation to the entity submitting this sworn statement. (Please indicate with an "X" Which statement applies). Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are aelive in the management of the entity, or any affiliate. of the entity has been charged with and. convicted of a public entity crime within the past 36 months. The entity submitting this sworn statement, or one or more of ils officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime within the past 36 months. AND (Please indicate which additional statement applies). The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime within the past 36 months. I lowcvcr, there has been a subsequent proceeding before a Hearing Officers of the State of Florida, Division of Administrative Hearings and the Final Order by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. (Attached is n copy of the final order), I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR TILE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH I (ONE) ABOVE IS FOR 'FRE PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED AND FOR THE PERIOD OF TILE CONTRACT ENTERED INTO, WIIICIIEVER PERIOD IS LONGER. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED 1N SECTION 287,017, FLORIDA STATUTES, FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. Authorized Retative Siinatt}re: Print Name: Cathy Leff Title: Director, The Bakehouse Art Complex, Inc. Date STATE OF FLORIDA COUNTY OF MIAIIII-DADE The foregoing instrument was acknowledged before me by means of 0 physical presence or Lnline notarization, this 2 Li day of 2022, by Cathy Leff of The Bakehouse Art Complex, inc., a Florida not for Rrofit co porati�° n,, on� behalf of the corporation. He/she is personally known to Inc or has produced nal\ M ( J'159 as id ti 'cation, [Notary Seal]: Signet re of otary egos '>tvrra LUCIA M. MOR Commiselon M OG 286459 Expires December 20, 2022 Banda the &deg No5n balm Rev. 8.23.22 31 EXHIBIT G INSURANCE REQUIREMENTS Rev. 8.23.22 32 A CERTIFICATE OF LIABILITY INSURANCE DATEtMM'DD,YYYY) 09/07/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NEA Insurance Group, LLC 8700 W. Flagler St., Suite 401 Miami FL 33174 CONTACT Paola Rincon NAME: (HCNN ExO: (305) 221-2400 AXX No): (305) 221-2411 E-MDREAILss: princon@neains.com AD INSURER(S) AFFORDING COVERAGE NAIC ft INsuRERA: Scottsdale Insurance Co. 41297 INSURED Bakehouse Art Complex Inc. 561 NW 32nd Street Miami FL 33127 INSURER B : Ascendant Commercial Insurance, Inc, 13683 INSURER C : ACE Fire Underwriters Insurance Company 20702 INSURER D : INSURER E: INSURER F : • -23 master r.;U V CtCHb CJ 4Ll\ r 11 l•-+r 1 I- 11 vn,,../ 1-.,.. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IFF NSR LTR OF INSURANCE ADDLTYPE INSD NSD WVD WVDR POLICY NUMBER (MMI POL6WYY EYYY) POLICY EXP (MMIDDTTYYYY } LIMITS A X COMMERCIAL GENERAL LIABILITY Y CPS7512290 01/28/2022 01/28/2023 EACH OCCURRENCE $ 1.Q00,000 DAMAGE TO REN rED PREMISES (Ea occurrence) 100000 $, CLAIMS -MADE �/ X OCCUR MED EXP (Any one person) $ 5,000 PERSONAL &ADV INJURY $ 1'000'000 GENERAL AGGREGATE $ 2,000,000 GENAGGREGATEI.IMITAPPLIESPER: X 'L POLICY OTHER: PRO- LOG PRODUCTS - COMP/OP AGG $ 2,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY X SCHEDULED AUTOS NON -OWNED AUTOS ONLY CPS7512290 01/28/2022 01/28/2023 C(Oacic dentSINGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accEdent) $ PROPERTY DAMAGE (Per accident) $ UMBRELLA LIAB EXCESS LIAR OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ $ DED RETENTION $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE DFFICERIMEMRER EXCLUDED? (Mandatory In NH) Eyes, describe under Y r N N 1 A WC685176 01I14I2022 01/14/2023 X PER STATUTE 1 OTH- ER E.L. EACN ACCIDENT $ 500,000 E.L. DISEASE - EA EMPLOYEE $ 500,(100 ELDISEASE - POLICY LIMIT .. $ 500,000 C Directors& Offices Employee Practices Liability NFPFLG280748032007 12/17/2021 12/17/2022 Each Claim/Aggregate Each Claim/Aggregate Continuity Date 12/17/10 $3,000,000 $1,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS / VEHICLES {ACORD 101, Additional Remarks Schedule, may be a tached if more space Is requ€red) Certificate holder is listed as additional insured. CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Avenue SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Miami, FL 33130 ACORD 25 (2016/03) O 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD EXHIBIT G-2 INSURANCE REQUIREMENTS-ARPA BENEFICIARY REQUIREMENTS IV. 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 V. 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 $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured Rev. 8.23.22 36 VI. 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 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 for certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Rev. 8.23.22 37 VI. Payment and Performance Bond $TBD City of Miami listed as Obligee VII. Builders' Risk Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Deductible: $10,000 All other Perils 5% maximum on Wind/Hail and Flood City of Miami listed as loss payee A. Coverage Extensions: As provided by carrier 'THE DEPARTMENT OF RISK MANAGEMENT RESERVES THE RIGHT TO SOLICIT ADDITIONAL INSURANCE COVERAGE AS MAY BE APPLICABLE IN CONNECTION TO A PARTICULAR RISK, OR SCOPE OF SERVICES/WORK PROGRAM" The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or 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. Rev. 8.23.22 35 EXHIBIT G-1 INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE CONSTRUCTION REQUIREMENTS THE BAKF,HOUSE ART COMPEX, INC. L Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami listed as an Additional Insured Contingent and Contractual Liability Premises and Operations Liability Explosion, Collapse and Underground Hazard Primary Insurance Clause Endorsement 11. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami included as an additional insured Rev. 8.23.22 33 III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit IV. Umbrella Policy A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 2,000,000 Aggregate $ 2,000,000 City of Miami listed as an additional Insured. Coverage is excess follow form over all liability polices contained herein. V. Owners & Contractor's Protective Each Occurrence General Aggregate $1,000,000 $1,000,000 City of Miami listed as the named insured 34 Rev. 8.23.22 resentativc Si , trturo: se Print Name: Cathy'Y.cff 'Title: Director,'1'hc BokcIto E Art Complex, fno. STATE Or ELOIUDA COUNTY OF MIAM.I-DADE The foregoing instrument was aeknpwledged notarization, this 2M day of b -4 Complex, inc., a Plorid for rol' corpora • to me or has produ [Notary Seal]: Date before me by means of El physical presence or/donline 2022 by Cathy Leff of The Bakehouse Art 4ti,(4n,,p2.1 behalf ofthe corporation. l-le/she is personally knowne,as id ficatio� Sigr attire ofNo 40•14, LUCIA I.l, MOR Commission N 00 286430 Expires December 20, 2022 B 141 Th w ew4201 ►may 64r Vr(L 38 Rev. 8.23.22 EXHIBIT H PROGRAMMATIC REPORTING REQUIREMENTS Compliance must be ensured with the following: State and Local Fiscal Recovery Funds -- Compliance and Reporting Guidance, dated February 28, 2022 — Version 3.0 (and any future updates and revisions) SLFRF Compliance and Reporting Guidance (treasury.gov) https://home.treasury.gov/system/frles!136/SLFRF-Compliance-and-Reporting-Guidance.pdf Throughout the term of this Agreement, the BENEFICIARY shall submit to the CITY a quarterly report on the 5th day of the month that follows the end of a calendar quarter (i.e., January 5, April 5, July 5, October 5). Upon the end of the term of this Agreement, the BENEFICIARY understands that they are required to submit to the CITY a final quarterly report on the 5th day of the month that follows the end of the quarter the term of the Agreement ended. Programmatic Reporting Required: I. Public Health and Negative Economic Impact (EC 1.1-3.5) - Collection to begin in April 2022 o Brief description of structure and objectives of assistance program(s), including public health or negative economic impact experienced o Brief description of how a recipient's response is related and reasonably and proportional to a public health or negative economic impact of COVID-19. I1. Capital Expenditures (EC 1.1-3.5) - Collection began in January 2022, with additional optional fields to begin in April 2022; optional fields will become required in July 2022 o Does this project include a capital expenditure? (Collection began in January 2022) o Total expected capital expenditure, including pre -development costs, if applicable (Collection began in January 2022) o Type of capital expenditure, based on the following enumerated uses (This field is optional in April 2022; required in July 2022): • COVID-19 testing sites and laboratories, and acquisition of related equipment • COVID-19 vaccination sites • Medical facilities generally dedicated to COVID-19 treatment and mitigation (e.g., emergency rooms, intensive care units, telemedicine capabilities for COVID-19related treatment) • Temporary medical facilities and other measures to increase COVID-19 treatment capacity, including related construction costs Acquisition of equipment for COVID-19 prevention and treatment, including ventilators, ambulances, and other medical or emergency services equipment Rev. 8.23.22 39 • Emergency operations centers and acquisition of emergency response equipment (e.g., emergency response radio systems). Installation and improvement of ventilation systems in congregate settings, health facilities, or other public facilities Public health data systems, including technology infrastructure • Adaptations to congregate living facilities, including skilled nursing facilities, other long-term care facilities, incarceration settings, homeless shelters residential foster care facilities, residential behavioral health treatment, and other group living facilities, as well as public facilities and schools (excluding construction of new facilities for the purpose of mitigating spread of COVID-I9 in the facility) • Mitigation measures in small businesses, nonprofits, and impacted industries (e.g., developing outdoor spaces) • Behavioral health facilities and equipment (e.g., inpatient or outpatient mental health or substance use treatment facilities, crisis centers, diversion centers) • Technology and equipment to allow law enforcement to efficiently and effectively respond to the rise in gun violence resulting from the pandemic • Affordable housing, supportive housing, or recovery housing development • Food banks and other facilities primarily dedicated to addressing food insecurity • Transitional shelters (e.g., temporary residences for people experiencing homelessness) • Devices and equipment that assist households in accessing the internet (e.g., tablets, computers, or routers) • Childcare, daycare, and early learning facilities • Job and workforce training centers • Improvements to existing facilities to remediate lead contaminants (e.g., removal of lead paint) • Medical equipment and facilities designed to address disparities in public health outcomes (includes primary care clinics, hospitals, or integrations of health services into other settings) • Parks, green spaces, recreational facilities, sidewalks, pedestrian safety features like crosswalks, streetlights, neighborhood cleanup, and other projects to revitalize public spaces • Rehabilitations, renovation, remediation, cleanup, or conversions of vacant or abandoned properties • Schools and other educational facilities or equipment to address educational disparities • Technology and tools to effectively develop, execute, and evaluate government programs • Technology infrastructure to adapt government operations to the pandemic (e.g., video-conferencing software, improvements to case management Rev. 8.23.22 40 systems or data sharing resources), reduce government backlogs, or meet increased maintenance needs ■ Other (please specify) o For projects with total expected capital expenditures of over $10 million, provide labor reporting. III. Use of Evidence: (for all ECs indicated) - Collection to begin in April 2022 o The dollar amount of the total project spending that is allocated towards evidence - based interventions o Indicate if a program evaluation of the project is being conducted IV. Required Performrance Indicators and Programmatic Data o Household Assistance (EC 2.2 & 2.5) and Housing Support (EC 3.10-3.12): • Number of people or households receiving eviction prevention services (including legal representation) • Number of affordable housing units preserved or developed o Household Assistance (EC 2.1-2.8) — Collection began January 2022: • Number of households served (by program if recipient establishes multiple separate household assistance programs). o Negative Economic Impacts (EC 2): ■ Number of workers enrolled in sectoral job training programs ■ Number of workers completing sectoral job training programs • Number of people participating in summer youth employment programs V. Project Demographic Distribution (Applicable to Public Health and Negative Economic Impact ECs: EC 1.1-2.37) — Collection to begin April 2022 o Recognizing the disproportionate public health and negative economic impacts of the pandemic on many households, communities, and other entities, recipients must report whether certain types of projects are targeted to impacted and Rev. 8.23.22 41 disproportionately impacted communities. Recipients will be asked to respond to the following: ■ What Impacted and/or Disproportionally Impacted population does this project primarily serve? Please select the population primarily served. • If this project primarily serves more than one Impacted and/or Disproportionately Impacted population, please select up to two additional populations served. o Assistance to Households ■ Impacted • Low- or -moderate income households or populations • Households that experienced unemployment • Households that experienced increased food or housing insecurity • Households that qualify for certain federal programs • For services to address lost instructional time in K-12 schools: any students that lost access to in -person instruction for a significant period of time • Other households or populations that experienced a negative economic impact of the pandemic other than those listed above (please specify) • Disproportionately Impacted • Low-income households and populations • Households and populations residing in Qualified Census Tracts • Households that qualify for certain federal programs • Households receiving services provided by Tribal governments • Households residing in the U.S. territories or receiving services from these governments • For services to address educational disparities, Title I eligible schools • Other households or populations that experienced a disproportionate negative economic impact of the pandemic other than those listed above (please specify) Rev. 8.23.22 42 CERTIFICATION REGARDING DRUG -FREE WORKPLACE REQUIREMENTS The grantee certifies that it will provide a drug -free workplace by: (a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the grantee's workplace and specifying the actions that will be taken against employees for violation of such prohibition; (b) Establishing a drug -free awareness program to inform employees about (1) The dangers of drug abuse in the workplace; (2) The grantee's policy of maintaining a drug -free workplace; (3) Any available drug counseling, rehabilitation and employee assistance programs, and (4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace. (c) Making it a requirement that each employee to be engaged in the performance of the grant be given a copy of the statement required by paragraph (a); (d) Notifying the employee in the statement required by paragraph (a) that, as a condition of employment under the grant, the employee (I) -- (1) Abide by the terms of the statement; and (2) Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after each conviction; (e) Notifying the agency within ten days after receiving notice under subparagraph (d)(2) from an employee or otherwise receiving actual notice of such conviction; (f) Taking one of the following actions, within 30 days of receiving notice under subparagraph (d)(2), with respect to any employee who is so convicted (1) Taking appropriate personnel action against such an employee, up to and including termination; or (2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; (g) Making a good faith effort to continue to maintain a drug -free workplace through implementation of paragraphs (a), (b), (c), (d), (e) and (f). e and Title of Certified' ojn Officia Signature Date Olivera, Rosemary From: Hannon, Todd Sent: Thursday, December 1, 2022 12:10 PM To: Olivera, Rosemary Subject: FW: Completed: Complete with DocuSign: Routing Binder OMB Bakehouse Art Complex ARPA Agrmnt.pdf Attachments: City Clerk V Bakehouse arpa agreement 9.19.22.pdf Hi Rosemary, The attached agreement pertaining to ARPA grant funds associated with The Bakehouse Art Complex, Inc., is to be considered an original for our records. Thank you! Todd B. Hannon City Clerk Office of the City Clerk City of Miami P: 305-250-5366 F: 305-858-1610 E: thannon@miamigov.com W. www.miamigov.com/cityclerk Attention: All communications (including email addresses) sent and received through the City of Miami's email system are considered public record. The Florida Public Records Act (FPRA) requires the City to make all public records available for inspection and to provide copies upon request. Please govern yourself accordingly. From: McKinnon, Charles <CMcKinnon@miamigov.com> Sent: Wednesday, November 9, 2022 8:40 AM To: Hannon, Todd <thannon@miamigov.com> Subject: RE: Completed: Complete with DocuSign: Routing Binder OMB Bakehouse Art Complex ARPA Agrmnt.pdf Good Morning Todd, See Attached. I wasn't aware that I should email you a copy of the Agreement, I thought you could download it from DocuSign. I'll make sure I email your office a signed copy from now on. Thanks for letting me know. Charles McKinnon External Coordinator City of Miami Office of Capital Improvements 444 SW 2' Avenue, 8th Floor Miami, Florida 33130 1 Office: (305) 416-1289 Email: cmckinnon@miamigov.com From: Hannon, Todd <thannon@miamigov.com> Sent: Tuesday, November 8, 2022 6:41 PM To: McKinnon, Charles <CMcKinnon@miamigov.com> Subject: RE: Completed: Complete with DocuSign: Routing Binder OMB Bakehouse Art Complex ARPA Agrmnt.pdf Hi Charles, I wanted to let you know that we did not receive an email from you containing a DocuSign executed copy of the Bakehouse Art Complex ARPA Agreement. Let me know if you will be sending an email with the standard language that you've used for other agreements so that it can be filed in the City Clerk's repository. Have a great evening! Todd B. Hannon City Clerk Office of the City Clerk City of Miami P: 305-250-5366 F: 305-858-1610 E: thannon@miamigov.com W. www.miamigov.com/cityclerk Attention: All communications (including email addresses) sent and received through the City of Miami's email system are considered public record. The Florida Public Records Act (FPRA) requires the City to make all public records available for inspection and to provide copies upon request. Please govern yourself accordingly. From: DocuSign NA3 System <dse NA3@docusign.net> Sent: Thursday, October 20, 2022 8:49 AM To: Hannon, Todd <thannon@miamigov.com> Subject: Completed: Complete with DocuSign: Routing Binder OMB Bakehouse Art Complex ARPA Agrmnt.pdf CAUTION: This is an email from an external source. Do not click links or open attachments unless you recognize the sender and know the content is safe. City f MIAMI 2 Charles McKinnon CMcKinnon©miamigov.com All parties have completed Complete with DocuSign: Routing Binder OMB Bakehouse Art Complex ARPA Agrmnt.pdf. Powered by Do Not Share This Email This email contains a secure link to DocuSign. Please do not share this email, link, or access code with others. Alternate Signing Method Visit DocuSign.com, click 'Access Documents', and enter the security code: 31 FCA82DF5634212B68CF6536B64CE243 About DocuSign Sign documents electronically in just minutes. It's safe, secure, and legally binding. Whether you're in an office, at home, on -the -go -- or even across the globe -- DocuSign provides a professional trusted solution for Digital Transaction ManagementTM Questions about the Document? If you need to modify the document or have questions about the details in the document, please reach out to the sender by emailing them directly. Stop receiving this email Report this email or read more about Declining to sign and Managing notifications. 3 If you are having trouble signing the document, please visit the Help with Signing page on our Support Center. ±Download the DocuSign App This message was sent to you by Charles McKinnon who is using the DocuSign Electronic Signature Service. If you would rather not receive email from this sender you may contact the sender with your request. 4