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HomeMy WebLinkAbout24226AGREEMENT INFORMATION AGREEMENT NUMBER 24226 NAME/TYPE OF AGREEMENT SEOPW CRA & MIAMI BLACK POLICE PRECINCT & COURTHOUSE MUSEUM, INC. DESCRIPTION GRANT AGREEMENT/DAILY OPERATIPON OF THE BLACK POLICE PRECINCT/FILE ID: 12601/CRA-R-22-0039 EFFECTIVE DATE December 9, 2022 ATTESTED BY TODD B. HANNON ATTESTED DATE 12/6/2022 DATE RECEIVED FROM ISSUING DEPT. 1/11/2023 NOTE aaLa GRANT AGREEMENT This GRANT AGREEMENT ("Agreement") is made as of this "I* day of 9i Grin 2022 ("Effective Date") by and between the SOUTHEAST QVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "SEOPW CRA"), and MIAMI BLACK POLICE PRECINCT AND COURTHOUSE MUSEUM, INC. a Florida non-profit corporation ("Grantee"). RECITALS A. WHEREAS, the SEOPW CRA is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2018 Southeast Overtown/Park West Community Updated Redevelopment Plan, as amended and restated (the "Updated Plan"); and B. WHEREAS, Section 2, Goal 5, at page 10 of Updated Plan lists the [p]romotion and marketing of the community" as a stated redevelopment goal; and C. WHEREAS, Section 2, Principle 6 at page 14 of the Updated Plan lists the promotion of "local cultural events, institutions, and businesses," as a stated redevelopment principle; and D. WHEREAS, Section 2, Principle 14 at page 15 of the Updated Plan lists "restor[ing] a sense of community and unify[ing] the area culturally" as a stated redevelopment principle; and E. WHEREAS, since 2018, Grantee has operated the City of Miami Black Police Precinct and Courthouse Museum ("Black Police Precinct") located in Overtown at 480 N.W. 11th Street, Miami, FL 33136 and owned by the SEOPW CRA; and F'. WHEREAS, in 2011, the City of Miami conveyed the Black Police Precinct and Courthouse Museum ("Black Police Precinct") to the SEOPW CRA for the purpose of continuing redevelopment efforts in accordance with the SEOPW CRA's Redevelopment Plan.; and G. WHEREAS, the Black Police Precinct is operated by City of Miami Black Police Precinct and Courthouse Museum, Inc. ("COMBPPCM"), a 501(c)(3) non-profit established by a group of local retired police officers who have led efforts to preserve the building and maintains the museum's daily operations on a volunteer basis; and II. WHEREAS, on September 22, 2022, the Board of Commissioners passed and adopted Resolution No. CRA-R-22-0039 attached hereto as Exhibit "A", authorizing the issuance of a grant, in an amount not to exceed Two Hundred and Seventy -Five Thousand Dollars and No Cents ($275,000.00) to Grantee to underwrite costs associated with the museum's daily operations (the "Grant"); and I. WHEREAS, this Agreement and Grantee's Grant may be renewed for one additional three- year period; and J. WHEREAS, the parties wish to enter into this Agreement to set forth the terms and conditions relating to the use of the Grant. NOW, THEREFORE, in consideration of the mutual promises of the parties contained herein and other good and valuable consideration, receipt and sufficient of which is hereby acknowledged, the SEOPW CRA and Grantee agree as follows: 1. RECITALS. The Recitals to this Agreement are true and correct, and are incorporated herein by referenced and made a part hereof. 2. GRANT. Subject to the terms and conditions set forth herein and Grantee's compliance with all of its obligations hereunder, the SEOPW CRA hereby agrees to make available, to Grantee, the Grant to be used for the purpose and disbursed in the manner hereinafter provided. 3. USE OF GRANT. The Grant shall be used to underwrite costsassociated with the Program, in accordance with Scope of Work and Budget in Exhibit "B", attached hereto and incorporated herein. The SEOPW CRA is not obligated to expend additional funds beyond the approved grant. 4. TERM. a. INITIAL TERM. The term of this Agreement and Grantee's Grant may be renewed for three additional one-year periods from the Effective Date written above, full disbursement of Two Hundred and Seventy -Five Thousand Dollars and No Cents ($275,000.00) or earlier as provided for herein. However, that the following rights of the SEOPW CRA shall survive the expiration or early termination of this Agreement: to audit or inspect; to require reversion of assets; to enforce representations, warranties, and certifications; to exercise entitlement to remedies, limitation of liability, indemnification, and recovery of fees and costs. b. RENEWAL OPTION. At the SEOPW CRA's sole option, this Agreement and Grantee's Grant may be renewed for three additional one-year period(s). 5. DISBURSEMENT OF GRANT. a. GENERALLY. Subject to the terms and conditions contained in this Agreement, the SEOPW CRA shall make available to Grantee up to Two Hundred and Seventy -Five Thousand Dollars and No Cents ($275,000.00). In no event shall payments to Grantee under this Agreement exceed Two Hundred and Seventy -Five Thousand Dollars and No Cents ($275,000.00). Payments shall be made to Grantee or directly to vendors on behalf of Grantee, only after the SEOPW CRA has received and approved requests for disbursement in accordance with the SEOPW CRA and Grantee approved Scope of Work and Budget. b. REQUESTS FOR DISBURSEMENT OF GRANT FUNDS. All requests for the disbursement of grant funds shall be submitted in writing to the SEOPW CRA by Grantee's authorized representative prior to the termination of this Agreement. All such requests must be accompanied by supporting documents reflecting the use of grant funds in accordance with the Program's approved Scope of Work and Budget, as reflected in Exhibit "B". For purposes of this Agreement, "supporting documentation" may include invoices, receipts, photographs, and any other materials evidencing the expense incurred. Grantee agrees that all invoices or receipts reflecting the expenses incurred in connection to the Program shall be in Grantee's name, and not in the name of the SEOPW CRA in light of Grantee's inability to bind the SEOPW CRA to any legal and/or monetary obligation whatsoever. The SEOPW CRA reserves the right to request additional supporting documentation for any expenditures, and the SEOPW CRA reserves the right to deny any and all requests it deems to be outside of the approved Scope of Work and Budget. Grantee's failure to provide additional supporting documentation or explanation regarding expenses incurred, when requested by the SEOPW CRA, shall serve as grounds for immediate termination of this Agreement, and Grantee solely shall bear all costs associated with any expenditures not approved by the SEOPW CRA. c. CASH TRANSACTIONS PROHIBITED. The parties agree that no payment will be made to Grantee as a reimbursement for any Program -specific expenditure paid in cash. Grantee acknowledges that a cash transaction is insufficient per se to comply with record -keeping requirements under this Agreement. d. NO ADVANCE PAYMENTS. The SEOPW CRA shall not make advance payments to the Grantee or Grantee's vendors for services not performed or for goods, materials, or equipment which have not been delivered to the Grantee for use in connection with the Program. 6. COMPLIANCE WITH POLICIES AND PROCEDURES. Grantee understands that the use of the Grant is subject to specific reporting, record keeping, administrative, and contracting guidelines and other requirements affecting the SEOPW CRA's activities in issuing the Grant. The SEOPW CRA agrees to provide notice of said guidelines and other requirements to Grantee in advance of requiring compliance with same. Without limiting the generality of the foregoing, Grantee represents and warrants that it will comply, and the Grant will be used in accordance with all applicable federal, state and local codes, laws, rules, and regulations. 7. REMEDIES FOR NON-COMPLIANCE. If Grantee fails to perform any of its obligations or covenants hereunder, or materially breaches any oftheterms contained in this Agreement, the SEOPW CRA shall have the right to take one or more of the following actions: a. Withhold cash payments, pending correction of the deficiency by Grantee; b. Recover payments made to Grantee; c. Disallow (that is, deny the use of the Grant for) all or part of the cost for the activity or action not in compliance; d. Withhold further awards for the Program; or e. Take such other remedies that may be legally permitted. 8. RECORDS AND REPORTS/AUDITS AND EVALUATION. a. PUBLIC RECORDS; MAINTENANCE OF RECORDS. This Agreement shall be subject to Florida's Public Records Laws, Chapter 119, Florida Statutes. The parties understand the broad nature of these laws and agree to comply with Florida's Public Records Laws, and laws relating to records retention. Moreover, in furtherance of the SEOPW CRA's audit rights in Section 8(c) below, the Grantee acknowledges and accepts the SEOPW CRA's right to access the Grantee's records, legal representatives', and contractors' records, and the obligation of the Grantees to' retain and to make those records available upon request, and in accordance with all applicable laws. The Grantee shall keep and maintain records to show its compliance with this Agreement. In addition, the Grantee's contractors and subcontractors must make available, upon the SEOPW CRA's request, any books, documents, papers, and records which are directly pertinent to this specific Agreement for the purpose of making audit, examination, excerpts, and transcriptions. The Grantee, its contractors and subcontractors shall retain records related to this Agreement or the Program for a period of five (5) years after the expiration, early termination or cancellation of this Agreement. b. REPORTS. The Grantee shall deliver to the SEOPW CRA reports relating to the use of the Grant to the SEOPW CRA on a monthly basis, including details regarding supportive services provided to residents of the Redevelopment Area. Failure to provide said reports shall result in grant funds being withheld until Grantee has complied with this provision. Thereafter, continued failure by Grantee in providing such reports shall be considered a default under this Agreement. c. AUDIT RIGHTS. The SEOPW CRA shall have the right to conduct audits of the Grantee's records pertaining to the Grant and to visit the Program, in order to conduct its monitoring and evaluation activities. Grantee agrees to cooperate with the SEOPW CRA in the performance of these activities. Such audits shall take place at a mutually agreeable date and time. d. FAILURE TO COMPLY. Grantee's failure to comply with these requirements or the receipt or discovery (by monitoring or evaluation) by the SEOPW CRA of any inconsistent, incomplete, or inadequate information shall be grounds for the immediate termination of this Agreement by the SEOPW CRA. 9. UNUSED FUNDS. Upon the expiration of the term of this Agreement, Grantee shall transfer to the SEOPW CRA any unused Grant funds on hand at the time of such expiration. 10. REPRESENTATIONS; WARRANTIES; CERTIFICATIONS. Grantee represents, warrants, and certifies the following: a. INVOICES. Invoices for all expenditures paid for by Grant shall be submitted to the SEOPW CRA for review and approval in accordance with the terms set forth in this Agreement. Grantee, through its authorized representative, shall certify that work reflected in said invoices has, in fact, been performed in accordance with the Scope of Work and Budget set forth in Exhibit"B". b. EXPENDITURES. Funds disbursed under the Grant shall be used solely for the Program in accordance with the Scope of Work and Budget set forth in Exhibit "B". All expenditures of the Grant will be made in accordance with the provisions of this Agreement. c. SEPARATE ACCOUNTS. The Grant shall not be co -mingled with any other funds, and separate accounts and accounting records will be maintained. d. POLITICAL ACTIVITIES. No expenditure of Grant funds shall be used for political activities. e. LIABILITY GENERALLY. Grantee shall be liable to the SEOPW CRA for the amount of the Grant expended in a manner inconsistent with this Agreement. f. AUTHORITY. This Agreement has been duly authorized by all necessary actions on the part of, and has been, or will be, duly executed and delivered by Grantee, and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof: (i) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein; (ii) contravenes any existing law, judgment, governmental rule, regulation, or order applicable to or binding on any indenture, mortgage, deed of trust, bank loan, or credit agreement, applicable ordinances, resolutions, or on the date of this Agreement, any other agreement or instrument to which the Grantee is a party; or (iii) contravenes or results in any breach of, or default under any other agreement to which the Grantee is a party, or results in the creation of any lien or encumbrances upon any property of the Grantee. 11. NON-DISCRIMINATION. Grantee, for itself and on behalf of its contractors and sub- contractors, agrees that it shall not discriminate on the basis of race, sex, color, religion, national origin, age, disability, or any other protected class prescribed by law in connection with its performance under this Agreement. Furthermore, Grantee represents that no otherwise qualified individual shall, solely, by reason of his/her race, sex, color, religion, national origin, age, disability or any other member of a protected class be excluded from the participation in, be denied benefitsof, or be subjected to discrimination under any program or activity receiving financial assistance pursuant to this Agreement. 12. CONFLICT OF INTEREST. Grantee is familiar with the following provisions regarding conflict of interest in the performance of this Agreement by Grantee. Grantee covenants, represents, and warrants that it will comply with all such conflict of interest provisions: a. Code of the City of Miami, Florida, Chapter 2, Article V. b. Miami -Dade County Code, Section 2-11.1. 13. CONTINGENCY. Funding for this Agreement is contingent on the availability of funds and continued authorization for Program activities, and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, or change in regulations. The SEOPW CRA shall not be liable to Grantee for amendment or termination of this Agreement pursuant to this Section. 14. MARKETING. a. PUBLICATION. In the event Grantee wishes to engage in any marketing efforts, Grantee shall, if approved by the SEOPW CRA in accordance with Section 14(b) below, produce, publish, advertise, disclose, or exhibit the SEOPW CRA's name and/or logo, in acknowledgement of the SEOPW CRA's contribution to the Program, in all forms of media and communications created by Grantee for the purpose of publication, promotion, illustration, advertising, trade, or any other lawful purpose, including but not limited to stationary, newspapers, periodicals, billboards, posters, email, direct mail, flyers, telephone, public events, and television, radio, or internet advertisements or interviews. b. APPROVAL. The SEOPW CRA shall have the right to approve the form and placement of all acknowledgements described in Section 14(a) above, which approval shall not be unreasonably withheld. c. LIMITED USE. Grantee further agrees that the SEOPW CRA's name and logo may not be otherwise used, copied, reproduced, altered in any manner, or sold to others for purposes other than those specified in this Agreement. Nothing in this Agreement, or in Grantee's use of the SEOPW CRA's name and logo, confers or may be construed as conferring upon Grantee any right, title, or interest whatsoever in the SEOPW CRA's name and logo beyond the right granted in this Agreement. 15. DEFAULT. If Grantee fails to comply with any term or condition of this Agreement, or fails to perform any of Grantee's obligations hereunder, and Grantee does not cure such failure within thirty (30) days following receipt of written notice from the SEOPW CRA that such failure has occurred, then Grantee shall be in default. Upon the occurrence of such default hereunder the SEOPW CRA, in addition to all remedies available to it by law, may immediately, upon written notice to Grantee, terminate this Agreement whereupon all payments, advances, or other compensation paid by the SEOPW CRA directly to Grantee and utilized by Grantee in violation of this Agreement shall be immediately returned to the SEOPW CRA. Grantee understands and agrees that termination of this Agreement under this section shall not release Grantee from any obligation accruing prior to the effective date of termination. 16. NO LIABILITY.In consideration for the Grant, Grantee hereby waives, releases, and discharges the City of Miami, the SEOPW CRA, its Board of Commissioners, officers, employees, agents, representatives, and attorneys, whether disclosed or undisclosed, any and all liability for any injury or damage of any kind which may hereafter accrue to Grantee, its officers, directors, members, employees, agents, or representatives, with respect to any of the provisions of this Agreement or performance under this Agreement. 17. SPECIFIC PERFORMANCE. In the event of breach of this Agreement by the SEOPW CRA, Grantee may only seek specific performance of this Agreement and any recovery shall be limited to the grant funding authorized for the Services provided herein. In no event shall the SEOPW CRA be liable to Grantee for any additional compensation, other than that provided herein. 18. INDEMNIFICATION OF THE SEOPW CRA. The Grantee agrees to indemnify, defend, protect, and hold harmless the City of Miami, the SEOPW CRA, its Board of Commissioners, officers, employees, agents, representatives, and attorneys from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "liabilities") for reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from or in connection with: (i) the performance or non- performance of the services, supplies, materials and equipment contemplated by this Agreement or the Program, whether directly or indirectly caused, in whole or in part, by any act, omission, default, professional errors or omissions, or negligence (whether active or passive) of Grantee or its employees, agents, or subcontractors (collectively referred to as "Grantee"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default, breach, or negligence (whether active or passive) ofthe SEOPW CRA, unless such injuries or damages are ultimately proven to be the result of grossly negligent or willful acts or omissions on the part of the SEOPW CRA; or (ii) the failures of Grantee to comply with any of the paragraphs provisions herein; or (iii) the failure of Grantee to conform to statutes, ordinances, or other regulations, or requirements of any governmental authority, federal, state, county, or city in connection with the granting or performance of this Agreement, or any amendment to this Agreement. Grantee expressly agrees to indemnify and hold harmless the SEOPW CRA, from and against all liabilities which may be asserted by an employee or former employee of Grantee, any of subcontractors, or participants in the Program, as provided above, for which Grantee's liability to such employee, former employee, subcontractor, or participant would otherwise be limited to payments under state Worker's Compensation or similar laws. 19. INSURANCE. Grantee shall, at all times during the term hereof, maintain such insurance coverage as provided in Exhibit "C" attached hereto and incorporated herein, All such insurance, including renewals, shall be subject to the approval of the SEOPW CRA, or the City of Miami (which approval shall not be unreasonably withheld) for adequacy of protection and evidence of such coverage shall be furnished to the SEOPW CRA on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled, or materially changed during the performance of the Program under this Agreement without thirty (30) calendar days prior written notice (or in accordance to policy provisions) to the SEOPW CRA. Completed Certificates of Insurance shall be filed with the SEOPW CRA, to the extent practicable, prior to the performance of services hereunder, provided, however, that Grantee shall at any time upon request by SEOPW CRA file duplicate copies of the policies of such insurance with the SEOPW CRA. If, in the reasonable judgment of the SEOPW CRA, prevailing conditions warrant the provision by Grantee of additional liability insurance coverage or coverage which is different in kind, the SEOPW CRA reserves the right to require the provision by Grantee of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should Grantee fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the SEOPW CRA's written notice, this Agreement shall be considered terminated on the date the required change in policy coverage would otherwise take effect. Upon such termination, the SEOPW CRA shall pay Grantee expenses incurred for the Program, prior to the date of termination but shall not be liable to Grantee for any additional compensation, or for any consequential or incidental damages. 20. DISPUTES. In the event ofa dispute between the Executive Director of the SEOPW CRA and Grantee as to the terms and conditions of this Agreement, the Executive Director of the SEOPW CRA and Grantee shall proceed in good faith to resolve the dispute. If the parties are not able to resolve the dispute within thirty (30) days of written notice to the other, the dispute shall be submitted to the SEOPW CRA's Board of Commissioners for resolution within ninety (90) days of the expiration of such thirty (30) day. period or such longer period as may be agreed to by the parties to this Agreement. The Board's decision shall be deemed final and binding on the parties. 21. INTERPRETATION. a. CAPTIONS. The captions in this Agreement are for convenience only and are not a part of this Agreement and do not in any way define, limit, describe or amplify the terms and provisions of this Agreement or the scope or intent thereof. b. ENTIRE AGREEMENT. This instrument constitutes the sole and only agreement of the parties hereto relating to the Grant, and correctly set forth the rights, duties, and obligations of the parties. There are no collateral or oral agreements or understandings between the SEOPWCRA and Grantee relating to the Agreement. Any promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. This Agreement shall not be modified in any manner except by an instrument in writing executed by the parties. The masculine (or neuter) pronoun and the singular number shall include the masculine, feminine and neuter genders and the singular and plural number. The word "including" followed by any specific item(s) is deemed to refer to examples rather than to be words of limitation. c. CONTRACTUAL INTERPRETATION. Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of both parties have equally participated in the preparation of this Agreement. d. COVENANTS. Each covenant, agreement, obligation, term, condition, or other provision herein contained shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making the same, not dependent on any other provision of this Agreement unless otherwise expressly provided. All of the terms and conditions set forth in this Agreement shall apply throughout the term of this Agreement unless otherwise expressly set forth herein. e. CONFLICTING TERMS. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms of this Agreement shall govern. f. WAIVER. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. g. SEVERABILITY. Should any provision contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida, then such provision shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, that same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. h. THIRD -PARTY BENEFICIARIES. No provision of this Agreement shall, in any way, inure to the benefit of any third party so as to make such third party a beneficiary of this Agreement, or of any one or more of the terms hereof or otherwise give rise to any cause of action in any party not a party hereto. 22. AMENDMENTS. No amendment to this Agreement shall be binding on either party, unless in writing and signed by both parties. 23. DOCUMENT OWNERSHIP. Upon request by the SEOPW CRA, all documents developed by Grantee shall be delivered to the SEOPW CRA upon completion of this Agreement, and may be used by the SEOPW CRA, without restriction or limitation. Grantee agrees that all documents maintained and generated pursuant to this Agreement shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. It is further understood by and between the parties that any document which is given by the SEOPW CRA to Grantee pursuant to this Agreement shall at all times remain the property of the SEOPW CRA and shall not be used by Grantee for any other purpose whatsoever, without the written consent of the SEOPW CRA. 24. AWARD OF AGREEMENT. Grantee warrants that it has not employed or retained any person employed by the SEOPW CRA to solicit or secure this Agreement, and that it has not offered to pay, paid, or agreed to pay any person employed by the SEOPW CRA any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of the Grant. 25. NON-DELEGABILITY. The obligations of Grantee under this Agreement shall not be delegated or assigned to any other party without the SEOPW CRA's prior written consent which may be withheld by the SEOPW CRA, in its sole discretion. 26. CONSTRUCTION. This Agreement shall be construed and enforced in accordance with Florida law. 27. TERMINATION. The SEOPW CRA reserves the right to terminate this Agreement, at any time for any reason upon giving five (5) days written notice of termination to Grantee. If this Agreement should be terminated by the SEOPW CRA, the SEOPW CRA will be relieved of all obligations under this Agreement. In no way shall the SEOPW CRA be subjected to any liability or exposure for the termination of this Agreement under this Section. 28. NOTICE. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail, addressed to the party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served, or, if by mail, on the fifth day after being posted, or the date of actual receipt or refusal of delivery, whichever is earlier. To SEOPW CRA: To Grantee: James McQueen, Executive Director Southeast Overtown/Park West Community Redevelopment Agency 819 N.W. 2nd Avenue, 3rd Floor Miami, FL 33136 Email: JMcQueen@miamigov.com With copy to: Vincent T. Brown, Esq., Staff Counsel Southeast Overtown/Park West Community Redevelopment Agency 819 N.W. 2nd Avenue, 3rd Floor Miami, FL 33136 Email: VTBrown@miamigov.com Terrance Cribbs-Lorrant, Museum Director City of Miami Black Police Precinct and Courthouse Museum 480 N.W. 11th Street Miami, FL 33136 Email: terrence.smith@miamidade.gov 29. INDEPENDENT CONTRACTOR. Grantee, its contractors, subcontractors, employees, agents, and participants in the Program shall be deemed to be independent contractors, and not agents or employees of the SEOPW CRA, and shall not attain any rights or benefits under the civil service or retirement/pension programs of the SEOPW CRA, or any rights generally afforded its employees; further, they shall not be deemed entitled to Florida Workers' Compensation benefits as employees of the SEOPW CRA. 30. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 31. MULTIPLE COUNTERPARTS AND ELECTRONIC SIGNATURES. This Agreement may be simultaneously executed in multiple counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed to be an original. The facsimile or other electronically delivered signatures of the parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals. 32. , MISCELLANEOUS. a. In the event of any litigation between the parties under this Agreement, the parties shall bear their own attorneys' fees and costs at trial and appellate levels. b. Time shall be of the essence for each and every provision of this Agreement. c. All exhibits attached to this Agreement are incorporated in, and made a part of this Agreement. EXHIBIT "A" Resolution No. CRA-R-22-0039 Southeast Overtown/Park West Community Redevelopment Agency Legislation CRA Resolution: CRA-R-22-0039 File Number: 12601 Final Action Date:9/22/2022 THE ATTACHED RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA") AUTHORIZES A GRANT TO CITY OF MIAMI BLACK POLICE PRECINCT AND COURTHOUSE MUSEUM ("BLACK POLICE PRECINCT") IN THE AMOUNT OF $275,000.00 PER YEAR FOR OCTOBER 1, 2022 — SEPTEMBER 30, 2023, OCTOBER 1, 2023 — SEPTEMBER 30, 2024, OCTOBER 1, 2024 — SEPTEMBER 30, 2025, AND OCTOBER 1, 2025 — SEPTEMBER 30, 2026, RESPECTFULLY TOTALING AN AMOUNT OF 1.1 MILLION DOLLARS, FOR THE DAILY OPERATION OF THE BLACK POLICE PRECINCT. FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION; AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS NECESSARY FOR SAID PURPOSE. FUNDS TO BE ALLOCATED FROM SEOPW TAX INCREMENT FUND, ENTITLED "OTHER GRANTS AND AIDS," ACCOUNT CODE NO. 10050.920101.883000.0000.00000; PROVIDING FOR INCORPORATION OF RECITALS AND PROVIDING FOR AN EFFECTIVE DATE. "INCOMPLETE (ITEM WAS ADOPTED WITH MODIFICATIONS). PENDING FINAL APPROVAL AS TO FORM AND CORRECTNESS BY GENERAL COUNSEL." WHEREAS, the Plan lists Black Police Precinct and Courthouse Museum ("Black Police Precinct") as being a structure of major importance and emphasis should be placed on its preservation. Further, the Black Police Precinct was renovated by the City of Miami to be used as a museum and to promote cultural activities for the Overtown community; and WHEREAS, The Board of Commissioners hereby authorizes a grant, in an amount not to exceed $275,000.00, for the daily operation of the Black Police Precinct. WHERE AS, Section 2, Goal 1, at page 11, of the Plan lists the "preserv[ation of] historic buildings and community heritage" as a stated redevelopment goal. WHERE AS, Section 2, Principle 6, at page 15, of the Plan states, "local cultural events, institutions, and businesses are to be promoted". Further, Section 2, Principles 8 and 14, at page 15 of the Plan states that "older buildings that embody the area's cultural past should be restored" and the area's sense of community should be restored and unified culturally. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. City of Miami Page 1 of 2 File ID: 12601 (Revision: A) Printed On: 9/27/2022 File ID: 12601 Enactment Number: CRA-R-22-0039 Section 2. The Board of Commissioners hereby authorizes a grant, in an amount not to exceed $275,000.00, for the daily operation of the Black Police Precinct. Section 3. The Executive Director is authorized to disburse funds, at his discretion, on a reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory documentation. Section 4. The Executive Director is authorized to execute all documents necessary for the purposes set forth above. Section 5. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: City of Miami Page 2 of 2 File ID: 12601 (Revision: A) Printed on: 9/27/2022 IN WITNESS WHEREOF, in consideration of the mutual entry into this Agreement, for other good and valuable consideration, and intending to be legally bound, the SEOPW C RA and Grantee have executed this Agreement. ATTEST: Todd B. Hanno Clerk of the Board APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Vincent T. Brown, Esq. Staff Counsel WITNESSES: Print:, vZ • ' S/-2-Whle By: Print: nil )(e Y ` b7 i2 /0 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes Bv: Hies McQueen Executive Director APPROVED AS TO INSURANCE REQUIRE TS: BYFranmez (Nov 22, 2022 15:01 EST) Anne Marie Sharpe Director of Risk Management Miami Black Police Precinct and Courthouse Museum, Inc. a Florida non-profit corporation ("Grantee" By: bs-Lorrant Director [SIGNATURE PAGE TO GRANT AGREEMENT] EXHIBIT "B" Scope of Work and Budget 2022 PROTECT PROPOSAL MUSEUM FUNDING PROPOSAL REQUEST FOR: SEOPWCRA COLLECTING HISTORY -RESTORING THE TRUTH PROPOSED BY TERRANCE CRIBBS-LORRANT HISTORIC NEGRO POLICE PRECINCT & OURTHOUSE MUSEUM; THE FIRST FIVE CITY OF MIAMI BLACK POLICE PRECINCT AND COURTHOUSE MUSEUM 1944-Present , the City of Miami hired its first five black police officers re sworn in as "emergency patrolmen" to enforce the law in as then called the Central Negro District. These stalwart men alph White. Moody Hall. Clyde Lee. Edward Kimball, and John . By 1945. ten more officers were added. .A precinct building structed in 1950. and served as a station house and courtroom. designed by Walter C. DeGarmo (1876-19.51), one of Miami's d most prominent architects. Lawson E. Thomas, judge of the Municipal Court, presided over the precinct's courtroom. He first black judge elected in the South since Reconstruction, anii's first black judge. In 1955. the City of Miami appointed «nd black municipal judge. John Johnson. He presided along- e Jewish judges. who had sacrificed their careers to serve "colored courthouse.- The Negro Precinct was unique because designed. devoted to. and operated as a segregated station -.nd court. There was no other known to exist in the country time. It served as a blueprint for community policing practices. .vided an opportunity for black defendants in Miami to receive due process. A f .CRI A PtERtTAG tTE tR£D PCLtCE GFFlGERB C^ M tttT`i BEtYiCLEt.T ssT ay.NIT*? OVERVIEW OF THE COMPANY In September of 1944, the Miami Police Department began hiring black police officers. In May of 1950, a police precinct was built by renowned Miami architect, Walter G. DeGarmo at 480 NW 11 Street to provide a station house for African American policemen and a courtroom for African American judges in which to adjudicate African American defendants. This building is unique as there is no other known structure in the nation that was designed, devoted to and operated as a separate station house and municipal court for Blacks. The precinct closed in 1963 and the police department was integrated at the main MPD police station. The African -Americans who served here improved their professional status within both the Black and White communities; although, they continued to be treated as second- class citizens. Pioneering efforts of the first five Black patrolmen opened the door for hundreds of African - American men and women to become law enforcement officers in the Miami Police Department. Judge Lawson E. Thomas. one of two judges who presided in the precinct's courthouse, was the first African -American judge appointed in the South since Reconstruction. Judge Thomas distinguished himself as a tireless proponent of racial equality throughout his legal career and was extremely effective in decreasing juvenile delinquency and other crimes within the community. The precinct was restored in 2008 with funding assistance from the City of Miami, the members of the City of Miami Retired Police Officers Community Benevolent Association (COM-R-POCBA), and a generous grant from the Florida Department of State, Division of Historical Resources. The movement to preserve the building was initiated by members of COM-R-POCBA (among them, many who served in the historic precinct) and the late Arthur E. Teele, Jr., City Commissioner. PROPOSED BY TERRANCE CRIBBS- - LORRANT THE PROJECT The Board of the Museum would like to build on the accomplishments of the past by transitioning the operation of the Museum from one that was essentially volunteer -driven to one that relies on experienced professionals in the fields of museology, education, fundraising and event production. Through the services of these professionals, the Board will work to create one of the City of Miami's best museums; one the region's most popular tourist destinations; and one of the community's most precious assets. Our objectives can be met rapidly through our continued and strengthened partnerships with the City of Miami and the SEOPW CRA. With the CPA's financial assistance for one year, we will be able to: • Design and update professionally -developed exhibits in the Museum that will greatly enhance our mission as an educational institution dedicated to the history of the Precinct and Courthouse • Utilize the services of clerical, museum. and event professionals • Fund marketing and outreach • Purchase equipment and software necessary for educational programming • Fund social media and online presence for the Museum • Continue the expansion of community -center programs and projects that underline the mission of the museum, encourages better communication between law enforcement and citizens and offer best practice approaches to trainings, workshops and activities. Furthermore, the Board is committed to reaching financial self-sufficiency via a number of revenue streams that include: • Membership • Annual Campaign • Endowment • Fundraisers • Events • Grants & Foundation Awards • Rentals • Gift Shop Sales FEBRUARY 5, 2019 THE MUSEUM WAS AWARDED NATIONAL DESIGNATION PROJECT NARRATIVE REQUEST Programming will include: Exhibits Design and update professionally -developed exhibits in the Museum on both floors of the museum. The new exhibits will include artifacts and first -person narratives regarding experiences for law enforcement officers in the decade of 1950; experiences in Miami's "Black" courtroom and the desegregation of the Miami Police Department. Other focuses include the initial five Black patrolmen and other "firsts" for African -Americans in Miami law enforcement. The museum has exhibited during Art Basel and supported the collective Art of Black Miami. Education Educational outreach programs will be implemented for K-8 and High school students. The curriculum will focus on issues dealing with bullying, community implicit bias training, law enforcement, self-expression and community projects involving art, preservation, and subsequent exhibits. Girl Scout Troop 1877 was established in 2018 and continues to support young girls throughout the Overtown community. The Museum has a strong track record of schools visiting the site and has worked with 5,000 Role Models and Teen Court. The Museum plans to install Closed Circuit equipment** which will link the courtroom on the second floor to the educational/all-purpose center on the first floor. Marketing and Outreach The Museum will engage in a full marketing and public relations plan spearheaded through staff contributions. The museum will continue its partnership with AAAM and continue to seek Smithsonian affiliate status. The Museum will be featured in print and other media via press releases and advertisements while producing a regularly publish newsletter. Marketing includes working with the Convention and Visitors Bureau and partnering with other venues in Overtown and Miami. The Museum will develop its website and social media presence. PROPOSED BY TERRANCE CRIBBS- LORRANT ....PROJECT NARRATIVE CONTINUE Personnel The Museum will transition from an all -volunteer staff to professionals, including: • Museum Director • Museum Curator • Museum Education Coordinator • Recorder/ Bookkeeper • Oral Historian Facilitator • Docents Project Timeline: The hypothesis of this project is to attract a new systems approach, using the stories and practices of the Black Police Precinct and Courthouse, As a case study for how we might be able to subscribe to a different mindset when it comes to [black] people and law enforcement working together to solve and reduce crime within neighborhoods. For data collection, the project will work directly with the Miami Black Police Associations to assign and assess the practices of Black officers currently working neighborhoods of color. Through a cultivation of collected data, oral interviews; mixed methods research approach, an attractive virtual exhibit will be curated to bring voice to the content's conversation and to the current systems' influencers. From concept to creation. This 7-to-10- month project will set the course for future discussions that potentially invoke policy changes both at the local, state and even national level. The virtual exhibit will be accessible to more than 415 schools; with specific curriculum guided instructions that foster an appreciation for law enforcement and community. Working together to address the problem together; Collecting History Restoring The Truth. BLACK LIVES,BLUE UNIFORM: PROPOSED BY TERRANCE CRIBBS- LORRANT CONCLUSION The City of Miami and SEOPW CRA have a unique opportunity to increase their revenue in the Overtown community by fostering a vibrant and popular Museum. The Board believes that an institution of the magnitude we plan will be an income -driver within the community —bringing Museum visitors to other venues within the community to dine, shop, and frequent other historic sites. We believe in this because our experiences in operating this Museum with very little in the way of financial resources have shown that the Museum has attracted tourists and local visitors in ever-increasing numbers. The City of Miami, SEOPW CRA, and the Museum have a unique partnership opportunity. The Museum is destined to increase its attendance, educational outreach, and impact in the community. This translates to a significant economic impact on the community of Overtown and national attention for the City of Miami. We thank you and respectfully request your support. We direct your attention to the attached Budget Narrative and the proposed Expense and Revenue Budget. Fundraising Event Production and Gift Shop The Museum will contract with an Event Producer to create fund and awareness -raising events appropriate to the Museum's mission. The Events Producer will also merchandise and purchase inventory for the Gift Shop. It is projected that the events will grow through time and be a reliable source of revenue for the Museum. Proposed fundraising projects include: • Ball & Chain Themed Weddings • Pioneer's Gala or Cops & Robbers Ball • Black History Excellence: Past, Present & Future • Art Basel -coordinated Exhibit Board -Initiated Fundraising The Museum Board, as of 2019, have committed to annually donating $500.00 each and have volunteered service of in -kind exceeding $80,000. In 2021, for the first time since joining the #GiveMiamiDay, the museum past its financial goal of $10,000 with more than 65% first time donors. Board members continue to raise awareness of the institution via a number of outlets, establish a robust membership, and create an endowment to ensure the Museum's fiscal health. Grants and foundation funds will be actively sought. SINCE 2017. IN SPITE OF THE PANDEMIC. THE MUSEUM CONTINUES TO FOCUS EFFORTS TOWARDS COMMUNITY OUTREACH AND SUSTAINABLE PROGRAMMING Because you Served, WE SALUTE! In 1944, The Miami Police Department began a new era in raw enforcement hiring the first five Alncen American police officers n the City of Miami Because of segrygalion, the officers could nor operate out of the man Miami Ponce Station, so they policed by walking and riding bmycles. There ere even stones of arrested pnsoners being taken to/ail on bicycle handlebars. or by walking and even haring odes from citizens dining by. They had no cars. no radio contact and, most of all. no headquarters unhl 1950, when renowned Miami erchttect Walter G. DeGarmo des,9ned the Net and only Black Precinct and Courflrouse. Buv 1 ticket a t Regular Pace and your 2nd ticket is FREE Student ticket w/ School ID $5 Seniors 65 & up 55 Tour the museum the week of your birthday FREE ENTRY Police Officers & First Responders FREE (wan Proof of Service) Officer VALID. Address: 480 NW 11th Street Phone Number: 305 - 239 .2513 Webstte: www.historicalblackprecinot.org PROPOSED BY TERRANCE CRIBBS- LORRANT #Gt L TUESDAY DO I GIVE? Police precinct and Courthouse Moscow u E S D A Y City of Miami B 480 N 01 OIt(CLOPS games H. Marshail, bl!re 4r+prent aH Sri qrvm•r AMMO M. 111414 Ow/ •Y W1re, set Trr¢r•re. Terranta Ceibba-larant i•eronce taunt r'N ACVt%OMtY COMANTTl R ttorvt two,. rl Ks keno., lr Cotter, Svouev ntr= t Mantes har en°. lindor,ct moor. (Pk Oen COMBPPCM Ifce Precinct and Courthouse Museum. trot. Worn', FL 33136 • Telephone: (305►314 25l3 •Fax:13 Mailing Address: P.O. Box 011874. Mlanl, FL 33101 arm ilcOussn EaeaiM Okidor ect11t00M Ott«btrn Pak Ws* CRA 819 MY 2idAM 381Floor IUail. Ft 33131 OW Mr. Janes McQueen Nrrt tesr Profit ors.) tx9•x547 PROPOSED BY TERRANCE CRIBBS- LORRANT The City of Mono Dix' Police P+eKold hnd Courthtrdte loLowhon wet rstao6thed In 200E follow/ma the ttr0t,4 wPGwrt or Lonteworatv. tee reader, and thou/ retired law ereorctrnaru 0fl tans, rho at orx port were se/n{+ted t00ruy ha.n the atttlite to *cot out of what was trove, ai the 'waned' Preono Since that tone, the mueum has been rnainwneng and irowni WO II elttfdeet and awarerest th0otOvu1 the mourn. Ur, iebrwry S. 2014, the museum brume a federally re$rttered %latbnal Moto( feteposa,00mn{ a tow further recognmon and possible Mimi* s.opport at a *Net to the tam mlahmt In be a rest tiered lnatcott louthpn,. SuuhearA Overtawn Pik W09 CM co sponsored m Brant la the mtntum upon Det+4 swan htttaue 0r M start sand lbrary Coronet grant. Thn three rear matrnhn4 rani wit port to the CM to support t,ajpa(#tir 0n010n4 prrt[.ettet Ion IN Mufti". hOweret NM@ Mat NJ ►n1Ktpasion of the worn partderna. Itta1 Mood devas r tier, mar the aldotes of the museum erlom ono progress of ter mutfvm as arr an update the Nstont al data, whet -tom and edtibrtnnt, repuestn4 $M0000 to cover pauber 1st iiiNtrtam 1st 2013 fund.n4 Mould be used, as outlettd attart+at ptaportt Dna04tN. ht enoleenerR new probed/ Ind e•rtbrt that A4n we l INC mnt.tet Ot tM inusturn and t.44)00 p+csr tuscesstul program hurt currer,th ratenur Thant you n advent for you wppoel. and erxotraga any terdbact that sou aught here wee. reprch to our included propane Cdirrtwp restore tlestmnp Ttw Trhs*. 1A14eWn Ckredo► pion do not NOM0lo wawa wont broil M rtrg or MS 3431091. SEOPW CRA 2022 Proposal Budget Request CRA 2022 Proposal Budget Request Applicant Organization: City of Miami Black Police Precinct and Courthouse Museum Project Name: Collecting History Restoring The Truth Project Start Date/End Date: 11/1/2022 - 10/01/2023 Description/Details for Each Line Item Amount A. Salary, Wages & Benefits Please list each staff member on as a separate line item in column B. Museum Director -FT (does not include fring.benefits) $38.46 x 40 $ 80,000.00 Museum Curator -PT $23 x 26hr x 48wk $ 28,704.00 Education Coordinator- PT $20 x 26hrs x 48wk $ 24,960.00 Recorder/ Bookkeeper -PT $28 x 12hr x 48wk $ 16,128.00 Docents/Oral Historian Facilitator (3) $18 x 23.5hr x 48 wk $ 60,912.00 A. Salary, Wages & Benefits Total $ 210,704.00 B. Equipment Not to exceed 20% of total project costs. $ - $ - B. Equipment Total $ C. Supplies & Materials 5 (3' x 4') printed panels $ 3,500.00 Implicit Bias & Knowing The Law Workbooks $120 x 25 people $ 3,000.00 C. Supplies & Materials Total $ 6,500.00 D. Design & Publication Costs Print Ads (5): Miami Herald and Miami Times- Quoted cost $ 4,250.00 Banners (3): Announcing exhibit opening, one interior, one exterior $500 x 3 $ 1,500.00 Printing: Program and exhibit brochures $.80 x 4000 $ 3,200.00 Printing: Announcement cards of exhibit $.50 x 2272 $ 1,136.00 D. Design & Publication Costs Total $ 10,086.00 E. Consultant Costs Implicit Bias Training Consultant $52 x 350hrs $ 18,200.00 Exhibit Designer: $25 x 200 hours $ 5,000.00 Exhibit Installation: Quoted rate $ 1,500.00 Graphic/Application Designer: $25/hr x 300 hrs $ 7,500.00 Cinematographer: $52/hr x 130 hrs $ 6,760.00 $ - E. Consultant Costs Total $ 38,960.00 F. Other Direct Costs Include any direct costs that do not fit into one of the above categories. Speakers (5): Honoraria $250 x 5 $ 1,250.00 Focus Group Participants (25): Compensation $50 x 25 participants $ 1,250.00 Community Implicit Bias 6 wk Workshop- $250 x 25 participants $ 6,250.00 $ - $ - F. Other Direct Costs Total $ 8,750.00 TOTAL DIRECT COSTS $275,000 G. Indirect Costs 0% $0 H. Total Project Costs $275,000 EXHIBIT "C" Insurance Requirements 6 INSURANCE REQUIREMENTS - CITY OF MIAMI BLACK POLICE PRECINCT AND COURTHOUSE MUSEUM, INC. I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami listed as additional insured SEOPW CRA listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement The City of Miami Southeast Overtown Park West Building Department Community 444 SW 2nd Ave Redevelopment Agency Miami, FL 33130-0000 819 NW 2nd Avenue, 3rd Floor Miami, FL 33136-0000 II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured SEOPWCRA listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation RLaD, Lo Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Liquor Liability (IF APPLICABLE) Each Common Cause Policy Aggregate City and SEOPWCRA listed as an additional insured VII. Crime Coverage (IF APPLICABLE) $1,000,000 $1,000,000 Limits of liability $1,000,000 Employee theft and forgery and alteration included City and SEOPWCRA listed as loss payee VIII. PROPERTY Commercial Property Insurance covering the Business Personal Property owned by the Licensee. Commercial property insurance shall, at a minimum, cover the perils insured under the ISO Special Causes of Loss Special Form (CP 10 30), or a substitute form providing equivalent coverages written on an All Risk or Direct Physical Loss or Damage, including wind and named storm coverage and hail and flood, if applicable. In addition, the policy should afford for time element and replacement cost valuation. The City and SEOPWCRA shall be included as loss payee on this coverage. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval.