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HomeMy WebLinkAbout24490AGREEMENT INFORMATION AGREEMENT NUMBER 24490 NAME/TYPE OF AGREEMENT SEOPW CRA & NEW WASHINGTON HEIGHTS COMMUNITY DEVELOPMENT CONFERENCE, INC. DESCRIPTION GRANT AGREEMENT/FOLK LIFE FRIDAYS OPEN-AIR MARKET PROGRAM/FILE ID: 13344/CRA-R-23-0007 EFFECTIVE DATE October 1, 2022 ATTESTED BY TODD B. HANNON ATTESTED DATE 6/5/2023 DATE RECEIVED FROM ISSUING DEPT. 6/14/2023 NOTE ago9v GRANT AGREEMENT 2.622- This GRANT AGREEMENT ("Agreement") is made as of th•is 5 day of DCW9t1 ("Effective Date") by and between the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("SEOPW CRA"), and the NEW WASHINGTON HEIGHTS COMMUNITY DEVELOPMENT CONFERENCE, 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 2009 Southeast Overtown/Park West Community Redevelopment Plan, as amended and restated (the "Plan"); and B. WHEREAS, Section 2, Goal 5, at page 10, of the Plan lists the "[p]romotion and marketing of the community," as a stated redevelopment goal; and C. WHEREAS, Section 2, Principle 6, at page 14, of the Plan lists the promotion of "local cultural events, institutions, and businesses," as a stated redevelopment principle; and D. WHEREAS, Section 2, Principle 14, at page 15 of the Plan also lists "restor[ing] a sense of community and unifying] the area culturally," as a stated redevelopment principle; and E. WHEREAS, the Granteehas developed "Folklife Fridays," a monthly open-air market that showcases various local vendors selling a variety of items, such as arts and crafts, books, jewelry, clothing, and food ("Project"); and F. WHEREAS, the Grantee requested a grant to underwrite the costs associated with the continued operation of the Project for the next year; and G. WHEREAS, the Board of Commissioners, by Resolution No. CRA-R-23-0007 attached hereto as Exhibit "A", passed and adopted on March 9, 2023, the issuance of a grant, in an amount not to exceed One Hundred and Twenty Thousand Four Hundred and Sixteen Dollars and Sixty -Six Cents ($120,416.66), to the Grantee to underwrite costs associated with the Project from May 2023 — September 2023; and H. 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 the Grantee the Grant to be used for the purpose and disbursed in the manner hereinafter provided. Page 1 of 10 3. USE OF GRANT. The Grant shall be used to underwrite costs associated with the continued operation and programming of the Project, in accordance with the Scope of Work and Budget attached hereto as Exhibit `B", attached hereto and incorporated herein. 4. TERM. The term of this Agreement shall commence on the Effective Date written above and shall terminate on September 30th, 2023, from the Effective Date or earlier as provided for herein; provided, however, that the following rights of the SEOPW CRA shall survive the expiration or early termination of this Agreement: to audit or inspect; to require reversion of assets; to enforce representations, warranties and certifications; to exercise entitlement to remedies, limitation of liability, indemnification, and recovery of fees and costs. 5. DISBURSEMENT OF GRANT. a. GENERALLY. Subject to the terms and conditions contained in this Agreement, the SEOPW CRA shall make available to Grantee up to One Hundred and Twenty Thousand Four Hundred and Sixteen Dollars and Sixty -Six Cents ($120,416.66). In no event shall payments to Grantee under this Agreement exceed One Hundred and Twenty Thousand Four Hundred and Sixteen Dollars and Sixty -Six Cents ($120,416.66). Payments shall be made to Grantee or directly to vendors on behalf of Grantee, only after receipt and approval of requests for disbursements. b. PRE -APPROVAL OF EXPENSES. Grantee agrees to submit to the SEOPW CRA all requests for the expenditure of Grant funds for pre -approval by the SEOPW CRA. Failure to submit said requests prior to incurring expenses may result in the Grantee bearing the costs incurred. The SEOPW CRA shall review said requests to ensure that the expense sought to be incurred by the Grantee is an expense within the Scope of Work and Budget attached hereto as Exhibit `B" and the SEOPW CRA reserves the right to deny any and all requests it deems to be outside of the scope and budget. c. REQUESTS FOR DISBURSEMENT OF GRANT. All requests for the disbursement of grant funds by the Grantee shall be certified by the Grantee's authorized representative. All requests for disbursement of grant funds must be in writing and must be accompanied by supporting documents reflecting the use of grant funds and/or expenditures incurred, and that said request is being made in accordance with the Project's approved scope of work and budget and for expenditures incurred during the Term of this Agreement, as reflected in Exhibit `B". For purposes of this Agreement, "supporting documentation" may include invoices, receipts, photographs, and any other materials evidencing the expense incurred. The Grantee agrees that all invoices or receipts reflecting the expenses incurred in connection to the Project shall be in the name of the Grantee, and not in the name of the SEOPW CRA in light of the Grantee's inability to bind the SEOPW CRA to any legal and/or monetary obligation whatsoever. The SEOPW CRA retains the right to request additional supporting documentation, or additional explanation for any and all expenses incurred by the Grantee. Grantee's failure to provide additional supporting documentation or additional explanation regarding expenses incurred shall serve as grounds for immediate termination of this Agreement, and the Grantee shall bear the costs associated with any expenditures not approved by the SEOPW CRA prior to the date of termination. Grantee understands and acknowledges that the SEOPW CRA shall not disburse grant funds for any expense that has not been previously approved by the SEOPW CRA in accordance with Section 5(b) above, and that such expenses shall be borne solely by the Grantee. d. CASH TRANSACTIONS PROHIBITED. The parties agree that no payment will be made to Grantee as a reimbursement for any Project -specific expenditure paid in cash. Grantee acknowledges that a cash transaction is insufficient per se to comply with record -keeping requirements under this Agreement. Page 2of10 e. 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 Project. f. MOBILIZATION FUNDS. The SEOPW CRA may provide a one-time release of funds for start-up expenses in the amount not to exceed Seventeen (17%) percent of Twenty Thousand Dollars and Zero Cents ($20,000.00) of the total grant. Prior to the release of mobilization funds, Grantee must provide an itemized mobilization budget to the SEOPW CRA. Upon request, the Grantee must also provide supporting documentation as to how said funds were used. g. EQUIPMENT AND SUPPLIES. The Grantee understands and acknowledges that all equipment and supplies, including but not limited to tables, chairs, and tents purchased with Grant funds are property of the SEOPW CRA and shall be returned to the SEOPW CRA in the event that Grantee ceases of receive grant funding from the SEOPW CRA for the Project. The Grantee agrees to keep the equipment and furniture free from all adverse liens and in good repair, to not waste or destroy the equipment and supplies, to keep the equipment and supplies insured against risk of loss or damage, and to allow the SEOPW CRA to examine and inspect the equipment and supplies at any reasonable time. The Grantee further agrees not to sell, dispose, encumber, or transfer said equipment and supplies or any interest without the prior written consent of the SEOPW CRA. At any time during the operation of the Project, the Grantee may request in writing to purchase said equipment and supplies from the SEOPW CRA, for a period of ten (10) years after the Effective Date and at its current market value to be determined by the Financial Officer of the SEOPW CRA. 6. COMPLIANCE WITH POLICIES AND PROCEDURES. Grantee understands that the use of the Grant is subject to specific reporting, record keeping, administrative and contracting guidelines and other requirements affecting the SEOPW CRA's activities in issuing the Grant. SEOPW CRA agrees to provide notice of said guidelines and other requirements to Grantee in advance of requiring compliance with same. Without limiting the generality of the foregoing, Grantee represents and warrants that it will comply and the Grant will be used in accordance with all applicable federal, state and local codes, laws, rules and regulations. 7. REMEDIES FOR NON-COMPLIANCE. If Grantee fails to perform any of its obligations or covenants hereunder, or materially breaches any of the terms 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 Project; 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 Page 3 of 10 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 Project 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 as requested by the SEOPW CRA, from time to time. Failure to provide said reports shall result in grant funds being withheld until the Grantee has complied with this provision. Thereafter, continued failure by the Grantee in providing such reports shall be considered a default under this Agreement. c. AUDIT RIGHTS. The SEOPW CRA shall have the right to conduct audits of the Grantee's records pertaining to the Grant and to visit the Project, in order to conduct its monitoring and evaluation activities. The Grantee agrees to cooperate with the SEOPW CRA in the performance of these activities. Such audits shall take place at a mutually agreeable date and time. d. FAILURE TO COMPLY. The Grantee's failure to comply with these requirements or the receipt or discovery (by monitoring or evaluation) by the SEOPW CRA of any inconsistent, incomplete or inadequate information shall be grounds for the immediate termination of this Agreement by the SEOPW CRA. 9. UNUSED FUNDS. Upon the expiration of the term of this Agreement, the Grantee shall transfer to the SEOPW CRA any unused Grant funds on hand at the time of such expiration. 10. REPRESENTATIONS; WARRANTIES; CERTIFICATIONS. The Grantee represents, warrants, and certifies the following: a. INVOICES. Invoices for all expenditures paid for by Grant shall be submitted to the SEOPW CRA for review and approval in accordance with the terms set forth in this Agreement. The Grantee, through its authorized representative, shall certify that work reflected in said invoices has, in fact, been performed in accordance with the Scope of Work and Budget set forth in Exhibit "B." b. EXPENDITURES. Funds disbursed under the Grant shall be used solely for the Project in accordance with the Scope of Work and Budget set forth in Exhibit "B." All expenditures of the Grant will be made in accordance with the provisions of this Agreement. c. SEPARATE ACCOUNTS. The Grant shall not be co -mingled with any other funds, and separate accounts and accounting records will be maintained. d. POLITICAL ACTIVITIES. No expenditure of Grant funds shall be used for political activities. e. LIABILITY GENERALLY. The Grantee shall be liable to the SEOPW CRA for the amount of the Grant expended in a manner inconsistent with this Agreement. f. AUTHORITY. This Agreement has been duly authorized by all necessary actions on the part of, and has been, or will be, duly executed and delivered by the Grantee, and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof: (i) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein; (ii) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions, or on the date of this Agreement, any other agreement or instrument to which the Grantee is a party; or (iii) contravenes or results in Page 4 of 10 any breach of, or default under any other agreement to which the Grantee is a party, or results in the creation of any lien or encumbrances upon any property of the Grantee. 11. NON-DISCRIMINATION. The Grantee, for itself and on behalf of its contractors and sub- contractors, agrees that it shall not discriminate on the basis of race, sex, color, religion, national origin, age, disability, or any other protected class prescribed by law in connection with its performance under this Agreement. Furthermore, the Grantee represents that no otherwise qualified individual shall, solely, by reason of his/her race, sex, color, religion, national origin, age, disability or any other member of a protected class be excluded from the participation in, be denied benefits of, or be subjected to discrimination under any program or activity receiving financial assistance pursuant to this Agreement. 12. CONFLICT OF INTEREST. The Grantee is familiar with the following provisions regarding conflict of interest in the performance of this Agreement by the Grantee. The Grantee covenants, represents and warrants that it will comply with all such conflict of interest provisions: 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 Project 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 the Grantee for amendment or termination of this Agreement pursuant to this Section. 14. MARKETING. a. PUBLICATION. In the event the Grantee wishes to engage in any marketing efforts, the Grantee shall, if approved by the SEOPW CRA in accordance with Section 14(b) below, produce, publish, advertise, disclose, or exhibit the SEOPW CRA's name and/or logo, in acknowledgement of the SEOPW CRA's contribution to the Project, in all forms of media and communications created by the Grantee for the purpose of publication, promotion, illustration, advertising, trade or any other lawful purpose, including but not limited to stationary, newspapers, periodicals, billboards, posters, email, direct mail, flyers, telephone, public events, and television, radio, or internet advertisements or interviews. b. APPROVAL. The SEOPW CRA shall have the right to approve the form and placement of all acknowledgements described in Section 14(a) above, which approval shall not be unreasonably withheld. c. LIMITED USE. The Grantee further agrees that the SEOPW CRA's name and logo may not be otherwise used, copied; reproduced, altered in any manner, or sold to others for purposes other than those specified in this Agreement. Nothing in this Agreement, or in the Grantee's use of the SEOPW CRA's name and logo, confers or may be construed as conferring upon the Grantee any right, title, or interest whatsoever in the SEOPW CRA's name and logo beyond the right granted in this Agreement. 15. DEFAULT. If the Grantee fails to comply with any term or condition of this Agreement, or fails to perform any of the Grantee's obligations hereunder, and the Grantee does not cure such failure within thirty (30) days following receipt of written notice from the SEOPW CRA that such failure has occurred, then the Grantee shall be in default. Upon the occurrence of such default hereunder the SEOPW CRA, in addition to all remedies available to it by law, may immediately, upon written notice to the Grantee, terminate this Agreement whereupon all payments, advances, or other compensation paid by the SEOPW CRA directly to the Grantee and utilized by the Grantee in violation of this Agreement shall be immediately returned to the SEOPW CRA. The Page 5of10 Grantee understands and agrees that termination of this Agreement under this section shall not release the Grantee from any obligation accruing prior to the effective date of termination. 16. NO LIABILITY. In consideration for the Grant, the Grantee hereby waives, releases and discharges the SEOPW CRA, the City of Miami, its officers, employees, agents, representatives, or attorneys, whether disclosed or undisclosed, any and all liability for any injury or damage of any kind which may hereafter accrue to the Grantee, its officers, directors, members, employees, agents, representatives, with respect to any of the provisions of this Agreement or performance under this Agreement. 17. INDEMNIFICATION OF THE SEOPW CRA. The Grantee agrees to indemnify, defend, protect and hold harmless the SEOPW CRA and the City of Miami from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "liabilities") for reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from or in connection with: (i) the performance or non-performance of the services, supplies, materials and equipment contemplated by this Agreement or the Project, including risk of loss of artwork on display for the duration of this Agreement or the Project, whether directly or indirectly caused, in whole or in part, by any act, omission, default, professional errors or omissions, or negligence (whether active or passive) of the Grantee or its employees, agents or subcontractors (collectively referred to as "Grantee"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default, breach, or negligence (whether active or passive) of the SEOPW CRA, unless such injuries or damages are ultimately proven to be the result of grossly negligent or willful acts or omissions on the part of the SEOPW CRA; or (ii) the failures of the Grantee to comply with any of the paragraphs provisions herein; or (iii) the failure of the Grantee, to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal, state, county, or city in connection with the granting or performance of this Agreement, or any Amendment to this Agreement. Grantee expressly agrees to indemnify and hold harmless the SEOPW CRA, from and against all liabilities which may be asserted by an employee or former employee of Grantee, any of subcontractors, or participants in the Program, as provided above, for which the Grantee's liability to such employee, former employee, subcontractor, or participant would otherwise be limited to payments under state Worker's Compensation or similar laws. This section shall be interpreted in a manner to comply with any applicable Florida Statutes, including, without limitation, 725.06 and 725.08, Fla. Stat., if applicable. The Indemnification shall survive the cancellation or expiration of the Agreement. 18. INSURANCE. Grantee shall, at all times during the term hereof, maintain such insurance coverage as provided in Exhibit "C," attached hereto and incorporated herein. All such insurance, including renewals, shall be subject to the approval of the 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 Project under this Agreement without thirty (30) calendar days prior written notice (or in accordance to policy provisions) to the SEOPW CRA. Completed Certificates of Insurance shall be filed with the SEOPW CRA, to the extent practicable, prior to the performance of Services hereunder, provided, however, that Grantee shall at any time upon request by SEOPW CRA file duplicate copies of the policies of such insurance with the SEOPW CRA. If, in the reasonable judgment of SEOPW CRA, prevailing conditions warrant the provision by Grantee of additional liability insurance coverage or coverage which is different in kind, SEOPW CRA reserves the right to require the provision by Grantee of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should Grantee fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following SEOPW CRA's written notice, this Agreement shall be considered terminated on the date the required change in policy coverage would otherwise take effect. Upon such termination, SEOPW Page 6of10 CRA shall pay Grantee expenses incurred for the Project, prior to the date of termination but shall not be liable to Grantee for any additional compensation, or for any consequential or incidental damages. 19. DISPUTES. In the event of a dispute between the Executive Director of the SEOPW CRA and the Grantee as to the terms and conditions of this Agreement, the Executive Director of the SEOPW CRA and the Grantee shall proceed in good faith to resolve the dispute. If the parties are not able to resolve the dispute within thirty (30) days of written notice to the other, the dispute shall be submitted to the SEOPW CRA's Board of Commissioners for resolution within ninety (90) days of the expiration of such thirty (30) day period or such longer period as may be agreed to by the parties to this Agreement. The Board's decision shall be deemed final and binding on the parties. 20. INTERPRETATION. a. CAPTIONS. The captions in this Agreement are for convenience only and are not a part of this Agreement and do not in any way define, limit, describe or amplify the terms and provisions of this Agreement or the scope or intent thereof. b. ENTIRE AGREEMENT. This instrument constitutes the sole and only agreement of the parties hereto relating to the Grant, and correctly set forth the rights, duties, and obligations of the parties. There are no collateral or oral agreements or understandings between the SEOPW CRA and the Grantee relating to the Agreement. Any promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. This Agreement shall not be modified in any manner except by an instrument in writing executed by the parties. The masculine (or neuter) pronoun and the singular number shall include the masculine, feminine and neuter genders and the singular and plural number. The word "including" followed by any specific item(s) is deemed to refer to examples rather than to be words of limitation. c. CONTRACTUAL INTERPRETATION. Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of both parties have equally participated in the preparation of this Agreement. d. COVENANTS. Each covenant, agreement, obligation, term, condition or other provision herein contained shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making the same, not dependent on any other provision of this Agreement unless otherwise expressly provided. All of the terms and conditions set forth in this Agreement shall apply throughout the term of this Agreement unless otherwise expressly set forth herein. e. CONFLICTING TERMS. In the event of conflict between the 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 Page 7of10 laws, or if not modifiable to conform with such laws, that same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. h. THIRD -PARTY BENEFICIARIES. No provision of this Agreement shall, in any way, inure to the benefit of any third party so as to make such third party a beneficiary of this Agreement, or of any one or more of the terms hereof or otherwise give rise to any cause of action in any party not a party hereto. 21. AMENDMENTS. No amendment to this Agreement shall be binding on either party, unless in writing and signed by both parties. 22. DOCUMENT OWNERSHIP. Upon request by the SEOPW CRA, all documents developed by the Grantee shall be delivered to the SEOPW CRA upon completion of this Agreement, and may be used by the SEOPW CRA, without restriction or limitation. The Grantee agrees that all documents maintained and generated pursuant to this Agreement shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. It is further understood by and between the parties that any document which is given by the SEOPW CRA to the Grantee pursuant to this Agreement shall at all times remain the property of the SEOPW CRA, and shall not be used by the Grantee for any other purpose whatsoever, without the written consent of the SEOPW CRA. 23. AWARD OF AGREEMENT. The Grantee warrants that it has not employed or retained any person employed by the SEOPW CRA to solicit or secure this Agreement, and that it has not offered to pay, paid, or agreed to pay any person employed by the SEOPW CRA any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of the Grant. 24. NON-DELEGABILITY. The obligations of the Grantee under this Agreement shall not be delegated or assigned to any other party without the SEOPW CRA's prior written consent which may be withheld by the SEOPW CRA, in its sole discretion. 25. CONSTRUCTION. This Agreement shall be construed and enforced in accordance with Florida law. 26. TERMINATION. The SEOPW CRA reserves the right to terminate this Agreement, at any time for any reason upon giving five (5) days written notice of termination to Grantee. If this Agreement should be terminated by the SEOPW CRA, the SEOPW CRA will be relieved of all obligations under this Agreement. In no way shall the SEOPW CRA be subjected to any liability or exposure for the termination of this Agreement under this Section. 27. NOTICE. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail, addressed to the party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served, or, if by mail, on the fifth day after being posted, or the date of actual receipt or refusal of delivery, whichever is earlier. To SEOPW CRA: 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 Page 8 of 10 To Grantee: Jackie Bell, Executive Director New Washington Heights Community Development Conference, Inc. 1600 N.W. 3rd Avenue, Building D Miami, FL 33136 Email: rogers.andrea988@gmail.com 28. INDEPENDENT CONTRACTOR. The Grantee, its contractors, subcontractors, employees, agents, and participants in the Program shall be deemed to be independent contractors, and not agents or employees of the SEOPW CRA, and shall not attain any rights or benefits under the civil service or retirement/pension programs of the SEOPW CRA, or any rights generally afforded its employees; further, they shall not be deemed entitled to Florida Workers' Compensation benefits as employees of the SEOPW CRA. 29. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 30. MISCELLANEOUS. a. In the event of any litigation between the parties under this Agreement, the parties shall bear their own attorneys' fees and costs at trial and appellate levels. Agreement. 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 [Signature page to follow.] Page 9of10 IN WITNESS WHEREOF, in consideration of the mutual entry into this Agreement, for other good and valuable consideration, and intending to be legally bound, the SEOPW CRA and the Grantee have executed this Agreement. ATTEST: odd B. H Clerk of the Board APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Vincent T. Brown, Esq. Staff Counsel WITNESSES: By: Print: $ 5 J'i' By: Print: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuance to Section 163.356, Florida Statutes By: James McQueen Executive Director APPROVED AS TO INSURANCE REQUIRE 6 - NTS: By: Frank o ez (Jun 1. 2023 12.49 EDT) Ann -Marie Sharpe Director of Risk Management NEW WASHINGTON HEIGHTS COMMUNITY DEVELOPMENT CONFERENCE, INC., a Florida non- profit corporation ("Grantee"): Page 10 of 10 ackie Bell Executive Director EXHIBIT "A" Resolution No. CRA-R-23-0007 Southeast Overtown/Park West Community Redevelopment Agency Legislation CRA Resolution: CRA-R-23-0007 File Number: 13344 Final Action Date:3/9/2023 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE EXECUTIVE DIRECTOR'S RECOMMENDATION AND FINDING THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR ADVANTAGEOUS PURSUANT TO SECTIONS 18- 85 AND 18-86 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, AS ADOPTED BY THE SEOPW CRA; WAIVING THE REQUIREMENTS FOR COMPETITIVE SEALED BIDDING AS NOT BEING PRACTICABLE OR ADVANTAGEOUS TO THE SEOPW CRA; AUTHORIZING THE EXECUTIVE DIRECTOR TO DISPERSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION FROM ACCOUNT CODE NO. 10050.920101.883000.0000.00000 TO NEW WASHINGTON HEIGHTS COMMUNITY DEVELOPMENT CONFERENCE, INC., A FLORIDA NOT FOR PROFIT CORPORATION, IN AN AMOUNT NOT TO EXCEED TWO HUNDRED EIGHTY SEVEN THOUSAND DOLLARS AND ZERO CENTS ($287,000.00) ("FUNDS"), TO ASSIST WITH THE "FOLK LIFE FRIDAYS" OPEN-AIR MARKET PROGRAM ("PROGRAM") IN THE REDEVELOPMENT AREA FOR 2023 - 2024; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN AGREEMENT, INCLUDING ANY AND ALL NECESSARY DOCUMENTS, ALL IN FORMS ACCEPTABLE TO THE GENERAL COUNSEL, FOR THE ALLOCATION OF GRANT FUNDS FOR THE PROGRAM; PROVIDING FOR INCORPORATION OF RECITALS AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2018 Updated Southeast Overtown/Park West Redevelopment Plan (the "Updated Plan"); and WHEREAS, Section 2, Goal 5 on page 11 of the Updated Plan lists the "[p]romotion and marketing of the community" as a stated redevelopment goal; and WHEREAS, Section 2, Principle 6 on page 15 of the Update Plan lists the promotion of "local cultural events, institutions, and businesses" as a stated redevelopment principle; and WHEREAS, Section 2, Principle 14 on page 16 of the Updated Plan also lists "restor[ing] a sense of community and unify[ing] the area culturally," as a stated redevelopment principle; and City of Miami Page 1 of 3 File ID: 13344 (Revision: 8) Printed On: 4/17/2023 File ID: 13344 Enactment Number: CRA-R-23-0007 WHEREAS, New Washington Heights Community Development Conference Inc., a Florida not for profit corporation ("New Washington Heights") has developed "Folk Life Fridays" as an open-air market to be held every first Friday of the month from 12:00 p.m. to 10:00 p.m. ("Program"); and WHEREAS, the Program showcases various local vendors selling a variety of items such as arts and crafts, books, jewelry, clothing, and food on the 9th Street Pedestrian Mall in the Redevelopment Area; and WHEREAS, since 2010 the Board of Commissioners (the "Board"), has adopted Resolution Nos. CRA-R-10-0017, CRA-R-11-0005, CRA-R-11-0016, CRA-R-12-0030, CRA-R-13-0010, CRA-R-14- 0017, CRA-R-14-0072, CRA-R-15-0056, CRA-R-17-0003, CRA-R-18-0015, CRA-R-19-0007, CRA-R- 20-0028, and CRA-R-22-0004 which has supported the Program; and WHEREAS, the Board wishes to continue its support by allocating a grant, in the amount not to exceed Two Hundred Eight -Seven Thousand Dollars and Zero cents ($287,000.00) ("Funds") for the Program; and WHEREAS, the Executive Director has made a written finding pursuant to Section 18-85 and 18-86 of the Code of the City of Miami, Florida, as amended ("City Code"), as adopted by the SEOPW CRA that competitive negotiation methods and procedures are not practicable or advantageous to the SEOPW CRA for the allocation of Funds for the Program and has recommended to the Board of Commissioners that the finding be adopted and that competitive bidding methods and procedures be waived; WHEREAS, the Board of Commissioners finds that such a grant would further the aforementioned redevelopment goals and objectives; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. By a four -fifths (4/5ths) affirmative vote, after an advertised public hearing, the Executive Director's recommendation, and written findings pursuant to Section 18-85 and 18-86 of the City Code, as adopted by the SEOPW CRA, are ratified, approved, and confirmed and the requirements for competitive sealed bidding and competitive negotiation methods as not being practicable or advantageous to the SEOPW CRA are waived. Section 3. The Executive Director is hereby authorized to disperse funds, at his discretion, on a reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory documentation from SEOPW CRA Tax Increment Fund, entitled "Other Grants and Aids," Account Code No. 10050.920101.883000.0000.00000 to New Washington Heights for 2023 for the Program. Section 4. The Executive Director is authorized to negotiate and execute an agreement, including any and all documents necessary, all -in forms acceptable to the General Counsel, for said purpose. Section 5. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: City of Miami Page 2 of 3 File ID: 13344 (Revision: B) Printed on: 4/17/2023 File ID: 13344 Enactment Number: CRA-R-23-0007 er ro ar-eiarr ounsel 2/17/2023 ' ce ro ounsel 1/23/2023 City of Miami Page 3 of 3 File ID: 13344 (Revision: B) Printed on: 4/17/2023 EXHIBIT "B" Scope of Work and Budget New Washington Heights CDC Proposal Overtown FolkLife Friday March 2023- March 2024 Overview New Washington Heights CDC is pleased to submit this proposal to the Southeast Overtown/Park West Community Redevelopment Agency. Funding is requested to support Over town's FolkLife Fridays, a hidden jewel, the Over town 9th street mall is home to Folklife Friday, an open-air marketplace which serves as a hub of economic development activity within the Overtown community. Month on Friday of every month year-round, the marketplace is home to soul food, Hispanic and Caribbean food venders, entrepreneurial retailers, renowned entertainers, local DJ's and a mix of residents, professionals and tourist enjoying good food, fun in Miami's sun and a blend of pop, R&B, and oldies but goodies. Accomplishment To date, this unique economic development project attracts Overtown residents, employs locals, entertains professionals, and even invites those who grew up in Overtown a chance to come back to the neighborhood to support the area and witness the SEOPW CRA transformative projects come to life. A socio-economic driver of progress, folklife Friday's help businesses meet their monthly revenue goals. In addition, the festival provides the opportunity for broad -based community recognition, elected officials to meet and learn from residents, past attendees include the County and City Mayor, State representatives, Senators, School Board Members, and other elected and notable citizens. _RatiPiaate The Overtown 9th Street Mall was conceptualized by New Washington Heights CDC and community stakeholders in 1979 and was incorporated into the original SEOPW CRA redevelopment plan in 1981. It was put forth as an integral project to help rid the Overtown area of slum and blight and promote sustainable economic development activities in the area, the project has received investment by the SEOPW CRA over the last 10 years. Objectives • #1 Promote businesses within the Overtown Community • #2 Market the Overtown community as a cultural heritage tourist destination Scope Of Work New Washington Heights CDC will conceptualize, develop, implement, and operate an open-air marketplace festival to occur within the boundaries of the Historic Overtown folk Life District, an area bounded by NW 5th St, NW 14th St, NW 3rd Ave. The goals of the project are to: • Promote commerce • Support local businesses within the Overtown community • Diversity market and entertainment options for residents and surrounding communities • Market the SEOPW Redevelopment Area as a cultural heritage tourist destination Implementation Strategy The execution strategy incorporates proven methodologies, extremely qualified personnel, and a highly responsive approach to managing deliverables. Following is a description of our project methods, including how the project will be developed, a proposed timeline of events, and reasons for why we suggest developing the project as described. 1. The event will occur Twice a Monthly on Friday January -December from 12:OOpm - 10:OOpm. 2. A planned schedule of events will be prepared annually. 3. The events operations will be accessible and for the enjoyment of the public. 4. The event will actively engage businesses within and the Redevelopment Area to participate. 5. The marketing strategies used will include community -based efforts, attending area meetings, speaking with area businesses, social media, and radio as needed. 6. Efforts will be made to diversify participating vendor products, services, and pricing. 41tB4�it`�`rtt-l�iSiEhiv'-'-"••_.'..:--'-...... Overtown. Festival Line -UP Month Description January MLK Birthday Celebration February Black history Month Celebration March Women's History Month Celebration April Gospel Explosion May Spring Celebration June Summertime Family Reunion July BBQ Cook -Off Competition August Overtown Business Expo September Back to School October Halloween Fun Zone November Giving Thanks December Soul basel Deliverables Key project dates are outlined below. Dates are best guess estimates and are subject to change until a contract is executed. Description Time frame Duration Submit Reimbursement/ Payment request Monthly Jan -Dec Event Marketing Weekly Jan -Dec Recruit and confirm. Vendors Monthly Jan -Dec Recruit and confirm. Entertainment Monthly Jan -Dec 3 5 Actual Subtotal to Date $120,416.66 $24,083.33 5 months 1 month Actual Projected Subtotal Subtotal Subtotals $29,783.00 $5,956.60 Comments Venue Stage $3,750.00 $750.00 Fee acquired by utilizing City of Miami event stage Sanitation/Clean-up and on -site assistance $7,433.00 $1,486.60 Cleaning company assigned to remove trash of venue Additional Tables $6,200.00 $1,240.00 Rental of tables and chairs for usage for vendors and Attendees AV $5,000.00 $1,000.00 Fee for Disk Jockey to provide entertainment during event Portable Restrooms $5,000.00 $1,000.00 Fee for public restroom usage Lighting $2,400.00 $480.00 lighting rental to eliminate event Space far evening events Subtotals $24,083.33 $4,816.67 Staffing Program Manager $15,793.03 $3,158.61 Executive Director fee for monthly program operations Assistant Program Manager $8,290.30 $1,658.06 Assistant Director fee far monthly program operations Subtotals $16,600.00 $3,320.00 Public Safety Police $8,000.00 $1,600.00 Fee for monitoring and patrolling event space Fire $3,000.00 $600.00 Fee for inspecting and ensuring safety for vendors and guest Professional Services $5,600.00 $1,120.00 Event Insurance for venue and State and Federal taxes prepared Subtotals $1,500.00 $300.00 Decor Linens $1,300.00 $260.00 For keeping table sanitized and free from pathogens Signage $200.00 $40.00 To display the names of vendors at each booth Subtotals $250.00 $50.00 Social Media Twitter $50.00 $10.00 Paid ad space Facebook $50.00 $10.00 Paid ad space Pinterest $50.00 $10.00 Paid ad space Instagram $50.00 $10.00 Paid ad space Gaogler $50.00 $10.00 Paid ad space Subtotals $48,200.33 $9,640.07 Advertising Online $400.00 $80.00 For web design and monitoring Print $1,000.00 $200.00 Flyers for distribution Outdoor $3,582.00 $716.40 For banners and welcoming Flags Radio $15,80L66 $3,160.33 Ads to reach target market for event Television $16,000.00 $3,200.00 Ads to reach target market for event Miscellaneous Expenses $11,416.67 $2,283.33 Other expenditures $120,416.66 $24,083.33 Total Compensation $24,083.33 % Total Compensation of Total Budget 20% 4 attachment for Plan of Action for COVID-19 Center for Disease Control Prevention. 5 New Washington Heights CDC. New Washington Heights Plan of Action for reopening post COVID-19. New Washington Heights CDC will be following all City of Miami, Miami Dade County, CDC, and Florida Department of Health guidelines regarding following Social Distancing. Plan of Action • Meet with the planning team to discuss the emergency operations plan. • Establish relationships with key community partners and stakeholders. • Promote the daily practice of everyday preventive actions. • Provide COVID-19 prevention supplies to event staff and participants. • Space all Tents at least 6 Feet apart from each other. • Have social distancing markings on the floor, • Promote messages that discourage people who are sick from attending events. • Identify a space that can be used to isolate staff or participants who may become ill at the event. • Identify actions to take in the need to postpone or cancel events. • Update and distribute timely and accurate emergency communication information. Meet with the planning team Emergency operations plans will be discussed and determined on how they may impact aspects of our events, such as personnel, security, services and activities, functions, and resources. We will work with the planning team to prepare for the key prevention strategies outlined in this guidance. A contingency plan will be developed that will address various scenarios which may be encountered during a COVID-19 outbreak. Establish relationships with key community partners and stakeholders. Fonn key relationships for events including the Florida Department of Health, community leaders, faith - based organizations, vendors, suppliers, hospitals, hotels, airlines, transportation companies, and law enforcement. Collaborate and coordinate with them on broader planning efforts. Contact the Florida f3grm Tif I iralth for it ropy of thnffivi tbreak response an fl m i on pian for the community. Participate in community -wide emergency preparedness activities. Promote the dailv practice of everyday preventive actions. Use health messages and materials developed by the CDC or the Florida Department of Health to encourage event staff and participants to practice good personal health habits. Signs (physical and/or electronic) will be displayed throughout the event to provide frequent reminders to participants to engage in everyday preventive actions to help prevent the spread of COVID-19. These include: o Staying home when you are sick, except to get medical care. • Cover your coughs and sneezes with a tissue, and then throw the tissue in the trash. ® Wash your hands often with soap and water for at least 20 seconds, especially after going to the bathroom; before eating; and after blowing your nose, coughing, or sneezing. If soap and water are not available, use hand sanitizer that contains at least 60% alcohol. a Avoid touching your eyes, nose, and mouth with unwashed hands. 9 Clean frequently touched surfaces and objects daily. © Handshakes and "high -fives" are often exchanged at Meetings and sporting events and these can be ways in which COVID-19 can be transmitted from person to person. As a way of decreasing the social pressure to engage in these common behaviors, signs will be displayed (physical and/or electronic) that discourage these actions during the gathering. Provide COVID-19 prevention supplies to event staff and participants o Prevention Supplies will be available for event staff and participants, such as hand sanitizing stations that contain at least 60°%a alcohol, tissues, trash baskets, disposable facemasks, and cleaners and disinfectants. • Routinely clean and disinfect surfaces and objects that are frequently touched. Consider alternatives for event staff and participants who are at increased risk for complications from COVID-19. Currently, older adults and persons with severe underlying health conditions are at increased risk for severe illness and complications from COVID-19. Organizers will reassign duties for higher -risk staff to have minimal contact with other persons. People in higher -risk groups should consult with their healthcare provider about attending events. Promote messages that discourage people who are sick front attending events. This will include electronic messages sent to attendees prior to attending the event as well as messages requesting that people leave events if they begin to have symptoms of COVID-19, which include fever, cough, and shortness of breath. Attendees will be encouraged to seek medical advice promptly by calling ahead to a doctor's office or emergency room to get guidance. An area will be desi r,,ated and can be used to isolate staff or participants who may become ill at the event. A space will be designated for staff and participants who may become sick and cannot leave the event immediately,. We will work with partners, such as local hospitals, to create a plan for, treating staff and participants who do not live nearby. If any staff member or participant becomes sick -at an event, they will be separated from others as soon as possible. Event rescheduling. We will work closely with local public health officials to assess local capacities in the area. During a COVID-19 outbreak, resource limitations among local healthcare systems and/or law enforcement can influence the decision to postpone or cancel your events. if possible, we will plan alternative ways for participants to enjoy the event. Emergency communication information. Everyone in our chain of communication will be identified and systems will be established for sharing information with. them. Up-to-date contact information for everyone in the chain of communication will be maintained. Marketing platforms will be used to help disseminate information. Key community partners and stakeholders will be updated regularly. Potential language, cultimal, and disability barriers associated with communicating, COVID-19 information to event staff and participantswi f be addressed. Information will be shared and willeasily be understood by everyone attending the events. Follow-up after a COVID-19 Outbreak has ended A COVID-19 outbreak could last for a long time. When public health officials determine that the outbreak has ended in our local community, we will work with them to identify criteria for scaling back COVID-19 prevention actions at your events. Base the criteria on slowing the outbreak in our local area. o We will evaluate the effectiveness of our emergency operations and communication plans • Gather feedback from event staff, participants (if possible), community partners, and stakeholders to improve plans. Identify any gaps in the plans and any needs you may have for additional resources. • Look for ways to expand community partnerships. Identify agencies or partners needed to help prepare for infectious disease outbreaks in the future and try to add them to our planning team. EXHIBIT "C" Insurance Requirements EXHIBIT "D" I. INSURANCE REQUIREMENTS FOR GRANTEE A. COMMERCIAL GENERAL LIABILITY (CGL) with the minimum limits of One Million Dollars ($1,000,000.00) for each occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability, with a general aggregate limit of Two Million Dollars ($2,000,000.00). Coverage must be afforded on a primary and non-contributory basis and with a coverage form no more restrictive than the latest edition of the Comprehensive General Liability policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include: 1. Products and/or Completed Operations for contracts with an Aggregate Limit of One Million Dollars ($1,000,000.00) per project. 2. Personal and Advertising Injury with an aggregate limit of One Million Dollars ($1,000,000). 3. Additional Endorsements: a. Premises and Operations Liability b. Contingent and Contractual Liability 4. Additional Insureds: The following must each be included as additional insureds on the policy affording the aforementioned coverage for the amounts specified above, and each must be issued certificates of insurances reflecting such coverage. a. City of Miami 444 SW 2nd Avenue Miami, Florida 33130 Attn: Risk Management b. Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Avenue, 3rd Floor Miami, Florida 33136 B. BUSINESS AUTOMOBILE LIABILITY with the minimum limits of Three Hundred Thousand Dollars ($300,000.00) per occurrence combined single limit for Bodily Injury and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include: 1. Any Auto, Owned Autos, Scheduled Autos, including Hired, Borrowed or Non -Owned Autos. 2. Additional Insureds: The following must each be included as additional insureds on the policy affording the aforementioned coverage for the amounts specified above, and each must be issued certificates of insurances reflecting such coverage. a. City of Miami 444 SW 2nd Avenue Miami, Florida 33130 Attn: Risk Management b. Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Avenue, 3rd Floor Miami, Florida 33136 C. WORKER'S COMPENSATION (if applicable) insurance for the payment of compensation and other benefits in accordance with the Workers' Compensation Law, Chapter 440, Florida Statutes, and all applicable federal laws, for the coverage of occupational injury or disease suffered by Grantee's employees. Additionally, the policy(ies) must include a waiver of subrogation. D. EMPLOYER'S LIABILITY shall be provided in amounts not less than One Hundred Thousand Dollars ($100,000.00) per accident for bodily injury caused by an accident; One Hundred Thousand Dollars ($100,000.00) for each employee for bodily injury caused by disease; and Five Hundred Thousand Dollars ($500,000.00) policy limit for bodily injury caused by disease. E. CONDITIONS. The above policies shall provide the CRA and 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. If the initial insurance expires prior to the completion of the Work, renewal copies of policies shall be furnished at least thirty (30) days prior to the date of their expiration. The required Certificates of Insurance referenced above shall name the types of policies provided, refer specifically to this Contract, and state that such insurance is as required by this Contract. 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. The CRA's Risk Administrator or his/her authorized designee reserves the right to require modifications, increases, or changes in the required insurance requirements, coverage, deductibles or other insurance obligations by providing a thirty (30) day written notice to the Contractor or applicable subcontractor. The Grantee shall comply with such requests unless the „,./L/9v insurance coverage is not then readily available in the national market. An additive or deductive change order will be issued to adjust the contract value as necessary. For insurance bonding issues and decisions, the CRA shall act through its Risk Administrator (unless otherwise stated).