HomeMy WebLinkAbout24901AGREEMENT INFORMATION
AGREEMENT NUMBER
24901
NAME/TYPE OF AGREEMENT
SEOPW CRA & THE MIAMI-DADE NORTH ARTS &
HUMANITIES FOUNDATION, INC.,
DESCRIPTION
GRANT AGREEMENT/SOUL BASEL KICKOFF/FILE ID:
14365/CRA-R-23-0037
EFFECTIVE DATE
October 1, 2023
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
3/26/2024
DATE RECEIVED FROM ISSUING
DEPT.
4/3/2024
NOTE
2 10/
GRANT AGREEMENT This GRANT AGREEMENT ("Agreement") is made as of this r day of d C*ObL01
e ' 23
("Effective Date") by and between the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY
REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to
Section 163.356, Florida Statutes ("SEOPW CRA"), and THE MIAMI-DADE NORTH ARTS AND
HUMANITIES FOUNDATION, INC., DOING BUSINESS AS THE MIAMI MUSEUM OF CONTEMPORARY
ART OF THE AFRICAN DIASPORA ("MIAMI MOCAAD"), a Florida not for profit corporation. ("Grantee").
RECITALS
A. WHEREAS, the SEOPW CRA is responsible for carrying out community redevelopment activities
and projects within its Redevelopment Area in accordance with the 2018 Southeast Overtown/Park West
Community Redevelopment Plan Update, as amended and restated ("Plan"); and
B. • WHEREAS, Section 2, Goal 5, at page 11 of the Plan lists the [p]romotion and marketing of the
community," as a stated redevelopment goal; and
C. WHEREAS, Section 2, Principle 6, at page 15 of the Plan lists the promotion of "local cultural
events, institutions, and businesses," as a stated redevelopment principle; and
D. WHEREAS, Section 2, Principle 14, at page 16 of the Plan also lists "restor[ing] a sense of
community and unify[ing] the area culturally" as a stated redevelopment principle; and
E. WHEREAS, the Miami Museum of Contemporary Art of the African Diaspora ("Miami
MoCAAD") requested funding to produce the Miami MoCAAD's museum will include visual, virtual interactions,
panel discussions, and interactive Quick Response ("QR") codes to unlock virtual media consisting of three-
dimensional models of Overtown artists, biographical information, mixed reality murals, architecture, and treasure
hunt games. Miami MoCAAD's 2023 Soul Basel Kickoff starts Monday, December 4, 2023; and
F. WHEREAS, Soul Basel premiers at different locations in Miami and offers diverse
displays and multiple showcases of African American artists. Locals and visitors from around the world visit an
array of pop-up galleries, exhibitions, and special events to experience arts and cultures; and
G. WHEREAS, in furtherance of the above stated Goals and Principles of the Plan, the Grantee
requested a grant to underwrite costs associated with the Program; and
H. WHEREAS, on July 27, 2023, the Board of Commissioners passed and adopted Resolution
No. CRA-R-23-0037 attached hereto as Exhibit "A", authorizing the issuance of a grant in an amount not to exceed
Fifty Thousand Dollars and Zero Cents ($50,000.00), to the Grantee to underwrite costs associated with the
Program; and
I. WHEREAS, the parties wish to enter into this Agreement to set forth the terms and conditions
relating to the use of the Grant.
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:
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1. RECITALS. The Recitals to this Agreement are true and correct and are incorporated herein by
referenced and made a part hereof.
2. GRANT. Subject to the terms and conditions set forth herein and Grantee's compliance with all of
its obligations hereunder, the SEOPW CRA hereby agrees to make available to the Grantee the Grant to be used
for the purpose and disbursed in the manner hereinafter provided.
3. USE OF GRANT. The Grant shall be used to underwrite costs associated with the launch Miami
MoCAAD's 2023 Soul Basel Kickoff, during Miami's Soul Basel week, in accordance with the scope of work in
Exhibit "B" and the budget in Exhibit "C", attached hereto and incorporated herein. The SEOPW CRA is not
obligated to expend additional funds beyond the approved grant amount.
4. TERM. The term of this Agreement shall commence on the Effective Date written above and shall
terminate upon the earlier of four (4) months from the Effective Date written above, full disbursement of Fifty
Thousand Dollars and Zero Cents ($50,000.00), or earlier as provided for herein; provided, however, that the
following rights of the SEOPW CRA shall survive the expiration or early termination of this Agreement: to audit
or inspect; to require reversion of assets; to enforce representations, warranties and certifications; to exercise
entitlement to remedies, limitation of liability, indemnification, and recovery of fees and costs.
5. DISBURSEMENT OF GRANT.
a. GENERALLY. Subject to the terms and conditions contained in this Agreement, the
SEOPW CRA shall make available to Grantee up to Fifty Thousand Dollars and Zero Cents ($50,000.00), In no
event shall payments to Grantee under this Agreement exceed Fifty Thousand Dollars and Zero Cents ($50,000.00).
Payments shall be made to Grantee or directly to vendors on behalf of Grantee, only after receipt and approval of
requests for disbursements.
b. DISBURSEMENT OF GRANT FUNDS. All requests for the disbursement of grant funds
by the Grantee shall be certified by the Grantee's authorized representative and submitted to the SEOPW CRA for
processing prior to the termination of this Agreement. All requests for disbursement of said grant funds must be in
writing and must be accompanied by supporting documents reflecting the use of grant funds and/or expenditures
incurred, and that said request is being made in accordance with the Program's approved scope of work and budget,
and for expenditures incurred during the Term of this Agreement, as reflected in Exhibits "B" and "C". For
purposes of this Agreement, "supporting documentation" may include invoices, receipts, photographs, and any
other materials evidencing the expense incurred. The Grantee agrees that all invoices or receipts reflecting the
expenses incurred in connection to the Program shall be in the name of the Grantee, and not in the name of the
SEOPW CRA in light of the Grantee's inability to bind the SEOPW CRA to any legal and/or monetary obligation
whatsoever. The SEOPW CRA retains the right to request additional supporting documentation, or additional
explanation for any and all expenses incurred by the Grantee. Grantee's failure to provide additional supporting
documentation or additional explanation regarding expenses incurred shall serve as grounds for immediate
termination of this Agreement, and the Grantee shall bear the costs associated with any expenditures not approved
by the SEOPW CRA prior 'to the date of termination. Grantee understands and acknowledges that the SEOPW
CRA shall not disburse grant funds for any expense that has not been previously approved by the SEOPW CRA
in accordance with Section 5(b) above, and that such expenses shall be borne solely by the Grantee.
c. PRE -APPROVAL OF EXPENSES. Grantee agrees to submit to the SEOPW CRA all
requests for the expenditure of Grant funds for pre -approval by the SEOPW CRA. Failure to submit said requests
prior to incurring expenses may result in the Grantee bearing the costs incurred. The SEOPW CRA shall review
said requests to ensure that the expense sought to be incurred by the Grantee is an expense within approved scope
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of work and budget attached hereto as Exhibits "B" and "C", and the. SEOPW CRA reserves the right to, deny
any and all requests it deems to be outside of the scope and budget.
d. APPROVAL OF BUDGET MODIFICATIONS. Grantee agrees to submit any and all
budget modifications, in writing, including line -item expenditures which exceed budgeted amount, to the Executive
Director.
e. CASH TRANSACTIONS PROHIBITED. The parties agree that no payment will be made
to Grantee as a reimbursement for any Program -specific expenditure paid in cash. Grantee acknowledges that a
cash transaction is insufficient per se to comply with record -keeping requirements under this Agreement.
f. NO ADVANCE PAYMENTS. The SEOPW CRA shall not make advance payments to
the Grantee or Grantee's vendors for services not performed or for goods, materials or equipment which have not
been delivered to the Grantee for use in connection with the Program, except for mobilization funds as described
in Section 5(g) below.
6. COMPLIANCE WITH POLICIES AND PROCEDURES. Grantee understands that the use of the
Grant is subject to specific reporting, record keeping, administrative and contracting guidelines and other
requirements affecting the SEOPW CRA 's activities in issuing the Grant. SEOPW CRA agrees to provide notice
of said guidelines and other requirements to Grantee in advance of requiring compliance with same. Without
limiting the generality of the foregoing, Grantee represents and warrants that it will comply, and the Grant will be
used in accordance with all applicable federal, state and local codes, laws, rules and regulations.
7. REMEDIES FOR NON-COMPLIANCE. If Grantee fails to perform any of its obligations or
covenants hereunder, or materially breaches any of the 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 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 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
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Grantee in providing such reports shall be considered a default under this Agreement.
c. AUDIT RIGHTS. The SEOPW CRA shall have the right to conduct audits of the
Grantee's records pertaining to the Grant and to visit the Program, in order to conduct its monitoring and evaluation
activities. The Grantee agrees to cooperate with the SEOPW CRA in the performance of these activities. Such
audits shall take place at a mutually agreeable date and time.
d. FAILURE TO COMPLY. The Grantee's failure to comply with these requirements or the
receipt or discovery (by monitoring or evaluation) by the SEOPW CRA of any inconsistent, incomplete, or
inadequate information shall be grounds for the immediate termination of this Agreement by the SEOPW CRA.
9. UNUSED FUNDS. Upon the expiration of the term of this Agreement, the Grantee shall transfer
to the SEOPW CRA any unused Grant funds on hand at the time of such expiration.
10. REPRESENTATIONS; WARRANTIES; CERTIFICATIONS. The Grantee represents, warrants,
and certifies the following:
a. INVOICES. Invoices for all expenditures paid for by Grant shall be submitted to the
SEOPW CRA for review and approval in accordance with the terms set forth in this Agreement. The Grantee,
through its authorized representative, shall certify that work reflected in said invoices has, in fact, been performed
in accordance with the scope of work and budget set forth in Exhibits "B" and "C".
b. EXPENDITURES. Funds disbursed under the Grant shall be used solely for the Program
in accordance with the scope of work and budget set forth in Exhibits "B" and "C". All expenditures of the Grant
will be made in accordance with the provisions of this Agreement.
c. SEPARATE ACCOUNTS. The Grant shall not be co -mingled with any other funds, and
separate accounts and accounting records will be maintained.
d. POLITICAL ACTIVITIES. No expenditure of Grant funds shall be used for political
activities.
e. LIABILITY GENERALLY. The Grantee shall be liable to the SEOPW CRA for the
amount of the Grant expended in a manner inconsistent with this Agreement.
f. AUTHORITY. This Agreement has been duly authorized by all necessary actions on the
part of, and has been, or will be, duly executed and delivered by the Grantee, and neither the execution and delivery
hereof, nor compliance with the terms and provisions hereof: (i) requires the approval and consent of any other
party, except such as have been duly obtained or as are specifically noted herein; (ii) contravenes any existing law,
judgment, governmental rule, regulation or order applicable to or binding on any indenture, mortgage, deed of
trust, bank loan or credit agreement, applicable ordinances, resolutions, or on the date of this Agreement, any other
agreement or instrument to which the Grantee is a party; or (iii) contravenes or results in any breach of, or default
under any other agreement to which the Grantee is a party, or results in the creation of any lien or encumbrances
upon any property of the Grantee.
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
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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 Program activities and is subject to amendment or termination due to lack of finds 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 Program, in all forms of media and communications created by the Grantee for the purpose of
publication, promotion, illustration, advertising, trade or any other lawful purpose, including but not limited to
stationary, newspapers, periodicals, billboards, posters, email, direct mail, flyers, telephone, public events, and
television, radio, or internet advertisements or interviews. Grantee's acknowledgement shall consist of the
following: "Sponsored by the Southeast Overtown/Park West Community Redevelopment Agency.
b. APPROVAL. The SEOPW CRA shall have the right to approve the form and placement
of all acknowledgements described in Section 14(a) above, which approval shall not be unreasonably withheld.
c. LIMITED USE. The Grantee further agrees that the SEOPW CRA's name and logo may
not be otherwise used, copied, reproduced, altered in any manner, or sold to others for purposes other than those
specified in this Agreement. Nothing in this Agreement, or in the Grantee's use of the SEOPW CRA's name and
logo, confers or may be construed as conferring upon the Grantee any right, title, or interest whatsoever in the
SEOPW CRA 's name and logo beyond the right granted in this Agreement.
15. DEFAULT. If the Grantee fails to comply with any term or condition of this Agreement or fails
to perform any of the Grantee's obligations hereunder, and the Grantee does not cure such failure within thirty (30)
days following receipt of written notice from the SEOPW CRA that such failure has occurred, then the Grantee
shall be in default. Upon the occurrence of such default hereunder the SEOPW CRA, in addition to all remedies
available to it by law, may immediately, upon written notice to the Grantee, terminate this Agreement whereupon
all payments, advances, or other compensation paid by the SEOPW CRA directly to the Grantee and utilized by
the Grantee in violation of this Agreement shall be immediately returned to the SEOPW CRA. The Grantee
understands and agrees that termination of this Agreement under this section shall not release the Grantee from any
obligation accruing prior to the effective date of termination.
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.
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17. INDEMNIFICATION OF THE SEOPW CRA . The Grantee agrees to indemnify, defend, protect
and hold harmless the SEOPW CRA and the City of Miami from and against all loss, costs, penalties, fines,
damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "liabilities") for
reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of,
resulting from or in connection with: (i) the performance or non-performance of the services, supplies, materials
and equipment contemplated by this Agreement or the Program, including risk of loss of artwork on display, or
otherwise stored within public premises for the duration of this Agreement or the Program, whether directly or
indirectly caused, in whole or in part, by any act, omission, default, professional errors or omissions, or negligence
(whether active or passive) of the Grantee or its employees, agents or subcontractors (collectively referred to as
"Grantee"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or
contributing) by any act, omission, default, breach, or negligence (whether active or passive) of the SEOPW CRA,
unless such injuries or damages are ultimately proven to be the result of grossly negligent or willful acts or
omissions on the part of the SEOPW CRA; or (ii) the failures of the Grantee to comply with any of the paragraphs
provisions herein; or (iii) the failure of the Grantee, to conform to statutes, ordinances, or other regulations or
requirements of any governmental authority, federal, state, county, or city in connection with the granting or
performance of this Agreement, or any Amendment to this Agreement. Grantee expressly agrees to indemnify and
hold harmless the SEOPW CRA, from and against all liabilities which may be asserted by an employee or former
employee of Grantee, any of subcontractors, or participants in the Program, as provided above, for which the
Grantee's liability to such employee, former employee, subcontractor, or participant would otherwise be limited to
payments under state Worker's Compensation or similar laws.
18. INSURANCE. Grantee shall, at all times during the term hereof, maintain such insurance
coverage as provided in Exhibit "D", attached hereto and incorporated herein. All such insurance, including
renewals, shall be subject to the approval of the SEOPW CRA, or the City of Miami (which approval shall not be
unreasonably withheld) for adequacy of protection and evidence of such coverage shall be furnished to the SEOPW
CRA on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not
be canceled, or materially changed during the performance of the Program under this Agreement without thirty
(30) calendar days prior written notice (or in accordance to policy provisions) to the SEOPW CRA. Completed
Certificates of Insurance shall be filed with the SEOPW CRA, to the extent practicable, prior to the performance
of Services hereunder, provided, however, that Grantee shall at any time upon request by SEOPW CRA file
duplicate copies of the policies of such insurance with the SEOPW CRA .
If, in the reasonable judgment of SEOPW CRA, prevailing conditions warrant the provision by Grantee of
additional liability insurance coverage or coverage which is different in kind, SEOPW CRA reserves the right to
require the provision by Grantee of an amount of coverage different from the amounts or kind previously required
and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the
requirements shall take effect. Should Grantee fail or refuse to satisfy the requirement of changed coverage within
thirty (30) days following SEOPW CRA's written notice, this Agreement shall be considered terminated on the
date the required change in policy coverage would otherwise take effect. Upon such termination, SEOPW CRA
shall pay Grantee expenses incurred for the Program, prior to the date of termination but shall not be liable to
Grantee for any additional compensation, or for any consequential or incidental damages.
19. DISPUTES. In the event of a dispute between the Executive Director of the SEOPW CRA and
the Grantee as to the terms and conditions of this Agreement, the Executive Director of the SEOPW CRA and the
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.
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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 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.
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22. DOCUMENT OWNERSHIP. Upon request by the SEOPW CRA, all documents developed by
the Grantee shall be delivered to the SEOPW CRA upon completion of this Agreement, and may be used by the
SEOPW CRA, without restriction or limitation. The Grantee agrees that all documents maintained and generated
pursuant to this Agreement shall be subject to all provisions of the Public Records Law, Chapter 119, Florida
Statutes. It is further understood by and between the parties that any document which is given by the SEOPW CRA
to the Grantee pursuant to this Agreement shall at all times remain the property of the SEOPW CRA and shall not
be used by the Grantee for any other purpose whatsoever, without the written consent of the SEOPW CRA.
23. AWARD OF AGREEMENT. The Grantee warrants that it has not employed or retained any
person employed by the SEOPW CRA to solicit or secure this Agreement, and that it has not offered to pay, paid,
or agreed to pay any person employed by the SEOPW CRA any fee, commission percentage, brokerage fee, or gift
of any kind contingent upon or resulting from the award of the Grant.
24. NON-DELEGABILITY. The obligations of the Grantee under this Agreement shall not be
delegated or assigned to any other party without the SEOPW CRA 's prior written consent which may be withheld
by the SEOPW CRA , in its sole discretion.
25. CONSTRUCTION. This Agreement shall be construed and enforced in accordance with Florida
law.
26. TERMINATION. The SEOPW CRA reserves the right to terminate this Agreement, at any time
for any reason upon giving five (5) days written notice of termination to Grantee. If this Agreement should be
terminated by the SEOPW CRA, the SEOPW CRA will be relieved of all obligations under this Agreement. In no
way shall the SEOPW CRA be subjected to any liability or exposure for the termination of this Agreement under
this Section.
27. NOTICE. All notices or other communications which shall or may be given pursuant to this
Agreement shall be in writing and shall be delivered by personal service, or by registered mail, addressed to the
party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed
given on the day on which personally served, or, if by mail, on the fifth day after being posted, or the date of actual
receipt or refusal of delivery, whichever is earlier.
To SEOPW CRA:
To Grantee:
James McQueen, Executive Director
Southeast Overtown/Park West Community Redevelopment Agency
819 N.W. 2"d Avenue, 3rd Floor
Miami, FL 33136
Email: JMcQueen@miamigov.com
With copy to: Vincent T. Brown, Esq., Staff Counsel
Email: VTBrown@miamigov.com
The Miami -Dade North Arts and Humanities Foundation, Inc.
701 Brickell Avenue, Suite 3300
Miami, Florida 33131
Email: marilyn.holifield(cr�hklaw.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
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programs of the SEOPW CRA, or any rights generally afforded its employees; further, they shall not be deemed
entitled to Florida Workers' Compensation benefits as employees of the SEOPW CRA .
29. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and
their respective heirs, executors, legal representatives, successors, and assigns.
30. MISCELLANEOUS.
a. In the event of any litigation between the parties under this Agreement, the parties shall
bear their own attorneys' fees and costs at trial and appellate levels.
b. Time shall be of the essence for each and every provision of this Agreement.
c. All exhibits attached to this Agreement are incorporated in and made a part of this
Agreement.
IN WITNESS WHEREOF, in consideration of the mutual entry into this Agreement, for other good and
valuable consideration, and intending to be legally bound, the SEOPW CRA and the Grantee have executed this
Agreement.
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ATTEST:
��
By:
♦
Todd B.
Clerk of the Board
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
By:
Vincent T. Brown, Esq.
Staff Counsel
WITNESSES:
By:
Print:
Print:
SLL Scr,_,A n
A_- 15OtAAA_
R-e9la 15arri o s
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
James McQueen,
Executive Direct
APPROVED AS
QUIREMEN
An -Marie S
D' ector of R k M agement
MIAMI-DADE NORTH ARTS & HUMANITIES
FOUNDATION, Inc. or? not for profit corporation.
("Grantee"):
B
Page l0 of 10
oilfield, Boar hair
Exhibit "A"
Resolution No. CRA-R-23-0037
Southeast Overtown/Park West
Community Redevelopment Agency
Legislation
CRA Resolution: CRA-R-23-0037
File Number: 14365 Final Action Date:7/27/2023
A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST
OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY
("SEOPW CRA"), WITH ATTACHMENT(S), 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(A) 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 THE GRANTS AND AIDS" ACCOUNT NO.
10050.920101.883000.0000.00000, SUBJECT TO THE AVAILABILITY OF
FUNDING, IN AN AGGREGATE AMOUNT NOT TO EXCEED ONE HUNDRED
SIXTY THOUSAND NINE HUNDRED THOUSAND DOLLARS AND ZERO CENTS
($160,900.00) TO PRESERVE HISTORICAL CULTURAL HERITAGE BY
SUPPORTING THE CULTURE AND ARTS PROGRAMS ("PURPOSE") OF THE
ORGANIZATIONS SET FORTH IN EXHIBIT "A", ATTACHED IN
INCORPORATED HEREIN; FURTHER AUTHORIZING THE EXECUTIVE
DIRECTOR TO NEGOTIATE AND EXECUTE AGREEMENTS, INCLUDING ANY
AND ALL DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO THE
GENERAL COUNSEL; FOR THE ALLOCATION OF THE FUNDS FOR THE
PURPOSE STATED HEREIN; PROVIDING FOR THE 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 Southeast Overtown/Park West Redevelopment Plan Update (the
"Plan"); and
WHEREAS. Section 2. Goal 1 of the Plan, provides for the preservation of cultural heritage. "by
incorporating the cultural arts as a critical component of economic development" as a stated
redevelopment goal; and
WHEREAS, Section 2. Goal 4 of the Plan, provides for the creation of jobs within the community
and cultural ventures that will provide life sustaining jobs to residents. as a stated redevelopment goal;
and
WHEREAS, Section 2. Goal 6 of the Plan, lists "improving the quality of life for residents-, as a
stated redevelopment goal; and
City of Miami Page 1 of 3 File ID: 14365 (Revision:) Printed On: 8/4/2023
File ID: 14365 Enactment Number: CRA-R-23-0037
WHEREAS, Section 2, Principle 3 of the Plan, further provides that "there must be variety in
housing options" as a stated redevelopment principle; and
WHEREAS, The organizations, (Florida Film House International Inc., and Miami -Dade North
Arts & Humanities Foundation Inc.) (the "Organizations") more particularly defined in Exhibit "A"
attached and incorporated herein provide programs which preserve the rich history of the redevelopment
area by bringing culture and art initiatives which will create jobs and connect communities ("Purpose");
and
WHEREAS, the Organizations listed in Exhibit "A," attached and incorporated herein have
completed applications and requested funding to assist with arts and cultural programs, as described in
their respective proposals as set forth in Exhibit "B," attached and incorporated herein; and
WHEREAS, the Organizations' missions continue to align with the Purpose stated herein; and
WHEREAS, the Board of Commissioners wishes to authorize funding in the aggregate amount
not to exceed One Hundred Sixty Thousand Nine Hundred Thousand Dollars and Zero Cents
($160,900.00) ("Funds") to the Organizations listed and in the respective amounts as set forth in Exhibit
, and
WHEREAS, the Board of Commissioners finds that authorizing this Resolution would further the
SEOPW CRA redevelopment goals and objectives; and
WHEREAS, based on the recommendation and findings of the Executive Director, it is in the
SEOPW CRA's best interest for the Board of Commissioners to authorize, by an affirmative four -fifths
(4/5ths) vote, a waiver of competitive sealed bidding procedures pursuant to Section 18-85(A) of the
Code of the City of Miami, Florida, as amended ("City Code"), as adopted by the SEOPW CRA, and to
authorize the Executive Director to negotiate and execute any and all agreements necessary, all in forms
acceptable to the General Counsel, the Funds to the Organizations set forth in Exhibit "A," subject to the
availability of funds; and
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 (4/5th) affirmative vote, after an advertised public hearing, the
Executive Director's recommendation and written findings that competitive negotiation methods and
procedures are not practicable or advantageous to the SEOPW CRA, pursuant to Section 18-85 (A) of the
City Code, as adopted by the SEOPW CRA, and waiving the requirements for said procedures is ratified,
approved, and confirmed.
Section 3. The Executive Director is hereby authorized to disperse the Funds, at his
discretion, on a reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory
documentation from the Grants and Aids" Account No. 10050.920101.883000.0000.00000, subject to the
availability of funds to the Organizations set forth in Exhibit "A."
Section 4. The Executive Director is authorized to negotiate and execute an agreement,
including any and all necessary documents and all -in forms acceptable to the General Counsel, for said
Purpose to the Organizations set forth in Exhibit "A".
Section 5. Sections of this Resolution may be renumbered or re -lettered and correction of
typographical errors which do not affect the intent may be authorized by the Executive Director, or the
City of Miami Page 2 of 3 File ID: 14365 (Revision:) Printed on: 8/4/2023
File ID: 14365 Enactment Number: CRA-R-23-0037
Executive Director's designee, without need of a public hearing, by filing a corrected copy of the same
with the SEOPW CRA Board Clerk.
Section 6. This Resolution shall become effective immediately upon its adoption.
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
ce ro . 'ts dirC ounsel 7/20/2023
City of Miami Page 3 of 3 File ID: 14365 (Revision:) Printed on: 8/4/2023
Exhibit "B"
Scope of Work
Southeast Overtown/Park West
Community Redevelopment Agency
Work Traininj/Economic• Development/Youth Pro-ranuni,,L'/A,•t &Culture
Grant Application
Effective July 1, 2023
Program Policies and Procedures
Purpose
The Job/Work Training Grant is designed to assist service providers funding to address all actions
affecting the Redevelopment Area by providing employment options that should be located within
the redevelopment area neighborhoods to accommodate those residents within the redevelopment
area who wish to reduce dependence on automobiles and long commutes.
Service providers must be able to offer basic financial literacy training, job training, education, and
other supportive services for people with extremely low incomes that cannot qualify for home
ownership.
Program Goals:
• Create Jobs within the Community.
• Promote & Market the Community as a Cultural & Entertainment Destination,
• improve the Quality of Life for Residents
• Promote Entrepreneurship and Technology Innovations
The Econanic Development Grant is designed to assist for -profit small businesses located in the
Redevelopment Area by providing capital for start-up funding, asset building, scaling, and the
likeness, for for -profit entities that would otherwise be scarce with investment resources.
Businesses must be able to show full competency in their business plan, bookkeeping, accounting,
etc.; must show a level of equity from other sources, including internally; and must show utmost
compliance in the structure of their business. For profit entity owners must come in with the
understanding that the intention of this grant partnership is to not create a perpetual dependence on
redevelopment funds.
Program Goals:
• Expand the Tax Base using Public -Private Principles
• Create Jobs within the Community
• Promote & Market the Community as a Cultural & Entertainment Destination
• improve the Quality of Life for Residents
• Promote Entrepreneurship and Technology Innovations
2
The youth Programming Grant is designed to assist service providers in funding initiatives that are
catered specifically to the under 18 demographics in the Redevelopment Area. These programs can
encompass a wide variety of services — including but not limited to trainings, educational
opportunities, field trips, internships, etc.
Service providers of this category are expected to provide a safe and fostering environment for the
local youth and be earnest in catering to a young population that is indeed located in the
Redevelopment Area.
Program Goals:
• Create Jobs within the Community
• Promote & Market the Community as a Cultural & Entertainment Destination
• Improve the Quality of Life for Residents
• Promote Entrepreneurship and Technology Innovations
• Foster Safe Community initiatives
The Art and Culture Grant is designed to assist service providers helping to promote, explore, and
preserve the unique and historical sociocultural value of the Redevelopment Area.
Service providers must be able to display consistency with a set of program goals in event creation,
outreach; and turnout, particularly via a hyper focus on the local population of the redevelopment
area and their participation; as well as earnestly and generally align with the Redevelopment Goals
as stated in the following.
Program Goals:
• Preserve Historic Buildings & Community Heritage
• Expand the Tax Base using Public -Private Principles
• Create Jobs within the Community
• Promote & Market the Community as a Cultural & Entertainment Destination
• Improve the Quality of Life for Residents
• Foster Safe Community Initiatives
3
Location:
The legal description of the Redevelopment Area is physically defined as beginning near the southeast
corner of Lummus Park; at the southwest corner of the intersection of NW 2nd Street and NW 3rd
Court; continue north to the north side of NW 5th Street; then west along the north side of NW 5th
Street to the east side of NW 7th Avenue; then north along the east side of NW 7th Avenue to the
north side of NW 22nd Street; then east along the north side of NW 22nd Street to the east side of NW
5th Avenue; then south on the east side of NW 5th Avenue to the North Side of NW 22nd Street; then
east on the north side of NW 22nd Street to the west side ofNW 2nd Avenue; then north on the west
side of NW 2nd Avenue to the north side of NW 22nd Street; then east on the north side of NW 22nd
Street to the east side of NW Ist Place; then south on the east side of NW 1st Place to the north side of
NW 14th Street; then east along the north side of NW 14th Street to the east side ofNW 1st Avenue;
then south along the east side of NW 1st Avenue to the southern edge of the 1-395 ROW; then east
along the southern edge of the 1-395 ROW to the western side of Biscayne Boulevard; then south
along the west side of Biscayne Boulevard to the north side of NE 5th Street; then west along the
north side of NE 5th Street to the west side of North Miami Avenue; then south along the west side of
North Miami Avenue to the north side of NW Ist Street; then west along the north side of NW 1st
Street past NW Ist Avenue, to include properties abutting the west side of NW 1st Avenue; then north
along the western edge of said properties to the north side of NW 5th Street; then west along the north
side of NW 5th Street to the east side of NW 3rd Avenue; then south along the east side of NW 3rd
Avenue to the south side of NW 2nd Street; then west along the south side of NW 2nd street to the
southwest corner of the intersection of NW 2nd Street and NW 3rd Court, A map of the CRA
boundaries can be found at: https://experienceovertown.com/cramap/
II. General Provisions
The funding assistance provided under the grant program is intended to be on a reimbursement
basis. The CRA has the exclusive authority to determine funding distribution and to approve or
deny Grant applications based on its determination as to the benefits to the Southeast Overtown /
Parkwest CRA produced by requested proposals.
The SEOPW CRA may impose any conditions of approval it deems suitable to protect the
interests of the agency, including a duly executed contract.
Applicant Criteria:
• Must be an established restaurant, retail business or eligible business and/or organization for
a minimum of twelve months in a consecutive year within the Southeast Overtown/ Parkwest
CRA boundaries.
• Must be able to justify assistance through the financial growth of the business and its
competitiveness in the marketplace.
• Business owners will be required to complete an initial consultation with the Overtown
Business Resource Center (OBRC) to develop the most effective growth strategy and
appropriation of grant funding.
• If the applicant is seeking payroll assistance, employees must be W-2, as defined by the
CRA, whose wages are reported to the state and federal government. No more than one of
the two required full-time equivalent positions may be occupied either by the owner of the
business/organization receiving the grant, or by an employee who is related to the owner of
the business/organization receiving the grant. Payroll expenses must also not exceed 20%
of the requested budget.
Applicants are encouraged to speak with SEOPW CRA staff to discuss their project
qualifications and eligibility for reimbursement under the Program before applying. The OBRC.
4
In partnership with the CRA, will make a final recommendation on the eligible expenses.
I11. Criteria Considered
Criteria considered when reviewing applications include, but are not limited to:
a. Compatibility with development plan(s) and guidelines, e.g.,SEOPWCRA
Redevelopment Plan.
b. The use of the business.
c. The applicant's business or operational plan and financial stability.
d. The amount of private resources invested in the project;
e. Additional grant funding from other sources
IV. Eligible Expenses
a. Directly related to the proposal.
b. specifically and clearly detailed in the proposal budget.
c. incurred or paid within the Grant Period during the fiscal year.
V. ineligible Expenses
a. Expenses incurred or obligated outside of the grant period.
b. Costs associated with bad debts, contingencies (money set aside for possible
expenses), fines and penalties, interest, taxes (does not include payroll
taxes), depreciation and other financial costs including bank fees and
charges and credit card fees
VI. Ineligible Businesses
The following businesses will not be considered for funding by the Program:
a Businesses operating outside of the Redevelopment area.
b. Businesses operating inside of the Redevelopment area for less than six months.
c. For payroll requests, businesses with no W-2 employee or report employee wages
d. Any business that is a non -conforming use as determined by the SEOPW CRA
VII. Funding Guidelines
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.
Program assistance is available based on a first -come, first -serve' basis, according to program
eligibility, application completeness and the availability of funds.
There is no guarantee that funding will be available for every application submitted, including
those that meet the required criteria. The SEOPWCRA reserves the right to stipulate guidelines
for reimbursement.
Assistance from the SEOPW CRA Grant program, at the sole discretion of the SEOPWCRA,
may be combined with subsidies from other public or private programs. Assistance from other
sources may serve as SEOPWCRA's required matching funds although expenses covered under
other CRA programs are not eligible. Funding for approved projects may be carried out from
one fiscal year to the next at the sole discretion of the SEOPW CRA.
5
VIII. Application Checklist
Every application package must include the following items before it will be processed and
considered for approval:
• Signed and completed application form.
• Statement of Work Document
• Project Proposal
• Detailed Project Budget
• City of Miami and Miami -Dade County business licenses
• Articles of incorporation from the State of Florida.
• Detailed budget for entire project including detailed breakdown of the budget.
NOTE: Changes to application and budget may be required after consultation.
IX. Application Processing Procedure
The SEOPWCRA will adhere to the following procedural steps when processing applications for
assistance for grant. Applicants are free to discuss the application process with staff prior to
applying.
1. Applicant completes application and submits it to SEOPWCRA staff, along
with completed checklist items.
2. SEOPWCRA staff reviews the submitted application package for eligibility
and completeness.
3. Applicant meets with OBRC for project review.
4. SEOPW CRA staff may bring eligible and complete application packages to the
SEOPW CRA Executive Team for input and recommendations for funding based
on criteria outlined in Section III.
5. SEOPW CRA staff bring application packages that have received recommendations
for funding to the SEOPW CRA Board for approval.
6. SEOPW CRA staff provides a written notification to applicants of approval or
denial of funding. If funding is denied, the reason(s) will be stated in the written
notification.
It is anticipated that application packages will be reviewed and presented to the Southeast
Overtown/ Park West CRA Executive Team within approximately 45 days after receipt by staff.
Those applications receiving funding recommendations will be presented to the SEOPW CRA
Board for approval.
6
X. Commencement and Completion
All work must be completed within the Fiscal Year period of the application approval. If work
has not been completed within the fiscal year period, funds will be put back into SEOPW CRA
program account and reassigned to other projects.
The SEOPW CRA Grants are contingent upon funding availability and CRA approval and are
not to be construed as an entitlement or right of an applicant. Programs in the Redevelopment
area are not eligible for SEOPW CRA funded programs when such funding conflicts with the
goals expressed in the SEOPW CRA Community Redevelopment Plan.
1 have read completely and understand the program, including the application guidelines and
grant reimbursement process.
Applicant Name:
mAf;)r
Applicant Signature: &ay
7
a
Date:
SEOPW CRA Grant APPLICATION
June 27, 2023
Date ofApplication:
Indicate the type of Grant Applying for (Work TraiuinglEconomic Development/Youth
Programming/Art &Culture):
Art & Culture
1. Name of Business/Organization requesting funding:
Miami -Dade Arts & Humanities Foundation. Inc. dba
Miami Museum of Contemporary Art for the African Diaspora (fvliami MoCAAD)
2. Address of Business/Organization requesting funding:
701 l3rickell Avenue. Suite 3300. Miami, FI, 33131
3. Total Funding Amount Requested:
Soul Basel Kickoff $ 97,700
Premiere of Virtual Art Exhibit: ARt Connecting Communities - Overtown and Coral Gables $ 38,200
Total $135,900
4. Name of Applicant/Authorized Representative:
Marilyn I-lolilield
5. Phone: 305 789-7730
>;mail: marilyn:holilielcl@hklaw.com
Fax:
305 789-7799
6. How many jobs will be created with grant funding for residents within the
Redevelopment Area?
Temporary jobs I'or starling cultural event 4-8
8
7. How many employment opportunities will be provided to residents within the
Redevelopment Area?
4-8
8. How many training courses will be provided to residents within the Redevelopment
Area?
not applicable
9. Identify the name(s) of the training certifications that will be provided to residents
within the Redevelopment Area once completion of course?
not applicable
10. How many .Job Fairs will be conducted for program participants monthly?
none
11. How will the program affect residents after completion?
In collaboration with the Miami -Dade public Library System, a series of art and technology workshops
will be offered to provide hands on virtual reality experiences to Overtown residents.
Applicant/ Authorized Representative Name: Miami -Dade Arts & Humanities Foundation. Inc. dim
Miami Museum of Contemporary Art for the African Diasivra (Miami MoCAAD)// r °d'd o 14,t® F 4
. I '
Applicant Signature: Aw. • �-• '
Print Namc: ► "`a(t` f v‘i-foftl(t`e(c1
1)a te: & 1 0--6 (A3
9
DocuSign Envelope ID: 7A6841 F8-6EA7-458A-8E26-19088A2AA407
ROI 617,11M
MIAMI MoCAAD
James McQueen, Executive Director
Southeast Overtown / Park West Community Redevelopment Agency
819 NW 2nd Ave., 3rd floor,
Miami, FL 33136
June 26, 2023
Dear Mr. McQueen:
Thank you for considering this application on behalf of Miami -Dade Arts & Humanities Foundation,
Inc. dba Miami Museum of Contemporary Art of the African Diaspora (Miami MoCAAD) for funding in
the amount of $97,700 to support our 2023 Soul Basel kickoff event on December 4, 2023, at the
Urban in Overtown and $38,200 to support our world premiere of Knight New Work and Virtual Art
Exhibit March 2024 at the Historic Lyric Theater in Overtown for $135,900.
Miami MoCAAD's mission is to discover, commission, collect and preserve the work of the most
advanced contemporary artists of the global African Diaspora and exhibit this art at the highest level
both at home and abroad. The programs that we present in the Overtown community are critical to
that mission and position Overtown as a nexus for innovative art and technology projects with a
local, national and international audience and team of creatives. Extensive traditional and digital
marketing will ensure that both locals and visitors during Miami Art Week have broad awareness of
Overtown's significance as a cultural and entertainment destination. Miami MoCAAD is leveraging
technology to create a platform that brings the contemporary art of Africa and its Diaspora center
stage, connects people, and modernizes the museum experience.
Miami MoCAAD's 2023 Soul Basel Kickoff on Monday, December 4, will feature the world premiere
of the film, This Life: Black Life in the Time of Now, together with supporting augmented and virtual
reality features. This virtual art exhibition will feature four artists from the African Diaspora and is
being curated by Anthony Bogues of Brown University and the University of Johannesburg. This
Time of Now virtual exhibit project will feature art, film, augmented and virtual reality components,
spoken word, original music, and a digital art catalog.
Miami MoCAAD won a Knight Foundation grant to commission new work. Miami MoCAAD's World
Premiere of The Day I Heard the Sounds of the World: ARt Connecting Communities-Overtown and
Coral Gables will present new work by South Florida based visual artist, Marielle Plaisir,
together with a film supported by augmented and virtual reality. This innovative project will
include art and technology to virtually connect the Overtown and Coral Gables communities,
and a short film by Michael Anderson, documenting the process and its extended reality
features.
Both virtual art exhibit films, intended to excite and inspire audiences about African and Diaspora art,
will be produced by five -time Regional Emmy Award Winning filmmaker, Michael Anderson, a Miami
native. At both premieres, we will screen the film, offer augmented and extended reality experiences,
present a hybrid Creative Conversation with members of the team behind the exhibition. celebrate
Soul Basel 2023 with the film's spoken word artist, live music, food and a DJ. The virtual art exhibit is
being funded primarily by grants from the John L. and James S. Knight Foundation and the Andrew
W. Mellon Foundation, with support from Miami -Dade County.
The work that the CRA does in support of the Overtown community is critical, especially in these
difficult times of uncertainty. We believe this Soul Basel Kickoff Celebration and the premiere of
ARt Connecting Communities-Overtown and Coral Gables will highlight the CRA's support of
1
DocuSign Envelope ID: 7A6841 F8-6EA7-458A-8E26-19088A2AA407
innovative art and technology offerings in Overtown. Thank you for considering our proposal. Please
let us know if you would like additional information.
Sincerely,
.---o«uslyn.a by:
7650 4s os3 a v
arllyn ilolifield and Hans Ottinot
Co -Founders
Miami -Dade Arts and Humanities Foundation, Inc. dba
Miami Museum of Contemporary Art of the African Diaspora
Cc: Hans Ottinot
2
DocuSign Envelope ID: 7B2E9259-5A71-4188-8124-3FEE3988FEF6
MIAMI MoCAAD
tdiami Mtlseurn of Contemporaryof the Mice) Diaspora
Marilyn 1Io'i)ield
701 BiicI ell Avenue, Suite 3300
Mr+mi, i I 33131
(305) 78'3 7730
June 26, 2023
HAND -DELIVERY
Mark Stallworth, Program Compliance Analyst
SEOPW CRA Community Redevelopment Agency
819 NW 2nd Avenue, 3rd Floor
Miami, FL 33136
Dear Mark:
The Miami Museum of Contemporary Art of the African Diaspora (Miami MoCAAD) appreciates the
opportunity to apply for funding of the premiere screening in Overtown of two innovative virtual art
exhibits: (1) 2023 Soul Basel Kickoff which will premiere the innovative virtual art exhibit titled, This
Life: Black Life in the Time of Now on December 4, 2023 at The Urban in Overtown and (2) the premiere
presentation of new artwork by Marielle Plaisir and screening of the virtual exhibit presenting the new art
titled, The Day 1 Heard the Sounds of the World: ARt Connecting Communities-Overtown and Coral
Gables on March 21, 2024 at the Historic Lyric Theater. Enclosed are the following documents supporting
Miami MoCAAD's application:
• Signed and completed application form.
• Statement of Work Document
• Project Proposal
• Detailed Project Budget
• Articles of Incorporation from the State of Florida.
• Detailed budget for entire project including detailed breakdown of the budget.
Please let me know if modifications or additional information is needed.
Best regards,
-DocuSIgned by:
\-200845 53 4,4
Marilyn oilfield
Enclosure
1224417705v 1 <Active> - Miami MoCAAD letter to Mark 5tallsworth enclosing Grant Application
DocuSign Envelope ID: 7B2E9259-5A71-4188-8124-3FEE3988FEF6
#224417705v1 <Active> - Miami MoCAAD letter to Murk Stallsworth enclosing Grant Application
MIAMI MoCAAD
Project Proposal for Arts and Culture Funding and Budget Narrative, dated June 26, 2023
Introduction: Miami MoCAAD is at a critical point in its growth. We envision a hybrid brick -and -
mortar and virtual facility that incorporates cutting -edge technology. With funding support from
the John S. and James L. Knight Foundation, matched funds from the Andrew W. Mellon
Foundation, Miami MoCAAD is completing the creation a five-year strategic plan encompassing
all of the steps of launching a hybrid museum. The museum will leverage technology to create a
platform that brings the contemporary art of Africa and its Diaspora to center stage, connects
people, and modernizes the museum experience. As Miami MoCAAD advances forward, we will
continue to present hybrid in -person and virtual exhibitions and public programs featuring art
that will provoke, touch the human spirit, show joy, beauty, triumph, challenges, sorrow, and
hope —and connect diverse people within and outside the African Diaspora, locally and globally.
Miami MoCAAD's 2023 Soul Basel Kickoff on Monday, December 4, will feature the premiere of
This Life: Black Life in the Time of Now. This virtual art exhibit will feature four artists from the
African Diaspora and is being curated by Anthony Bogues of Brown University and the
University of Johannesburg. The virtual art exhibit project will include art, film, augmented and
virtual reality components, spoken word, original music, and a digital catalog.
The December 2023, Soul Basel Kickoff premiere at The Urban in Overtown will present the film
of the virtual art exhibit, offer augmented and virtual reality experiences, and present a hybrid
Creative Conversation with the team behind the exhibition. The curatorial team will produce a
digital exhibition catalog with images of the art and information about the artists, curators, and
the ideas behind the project.
The March 2024 premiere of The Day I Heard the Sounds of the World: ARt Connecting
Communities-Overtown and Coral Gables at the Historic Lyric Theater in Overtown, Miami
MoCAAD will present the new artwork of Marielle Plaisir, a French -Caribbean multimedia artist
based in South Florida. Her artwork examines social domination, colonialism, race and class in
relation to African American and Caribbean experiences. The augmented and virtual reality
components of the project will have the artwork "embedded" in well-known locations in
Overtown and Coral Gables that relate to narrative aspects in the work. The user experience will
include a tour introducing the social histories of these sites, developed with consultation from
historian, Dr. Dorothy Fields, founder of the Black Archives, who will provide context for the
venues and connections between the two cities.
Both virtual exhibits and accompanying augmented reality experiences will be accessible and
free of charge via Miami MoCAAD's website. Extensive traditional and digital marketing will
ensure that both locals and visitors have broad awareness of Overtown's significance as a
cultural and entertainment destination. The production of the virtual exhibitions, film and
extended reality features have been largely funded by the John S. and James L. Knight
Foundation, Miami -Dade County and the Andrew W. Mellon Foundation.
The Team: This Life: Black Life in the Time of Now and The Day I Heard the Sounds of the
World: ARt Connecting Communities-Overtown and Coral Gables
Curator —Anthony Bogues, This Life: Black Life in the Time of Now
https://vivo.brown.edu/display/bboques
https://www.viad.co.za/anthony-boques
1
b.PM0
MIAMI MoCAAD
IGr+nt.•�Gv, ro4Ai✓ilri;ry>,:w.
Knight New Work Artist, Marielle Plaisir, The Day I Heard the Sounds of the World: ARt
Connecting Communities-Overtown and Coral Gables,
Digital Provider
Xennial Digital https://www.xennialdigital.com/
Production Team
Michael Anderson & Team
Producer/Filmmaker—Michael Anderson 5x Regional Emmy Awards
https://www.linkedin.com/in/michaelanderson42
https://www.wlrn.orq/news/2021-12-13/wlrn-tv-wins-four-regional-emmys-for-documentaries-on-
hometown-heroes-survivors? amp=true
Director —Fabian Cardenas https://www.linkedin.com/in/director78
Director of Photography —Gabriel Soyka
https://www.linkedin.com/in/dabriel-soyka-7550b5lab
Writer/Storyteller—Bea Hines, https://www.miamiherald.com/news/local/community/miami-
dade/miami-gardens/article272117877.html
Composer/Music—Alexander Star https://www.jango.com/music/Alexander+Starr/ full bio
Spoken Word Artist—Christell Roach https://www. poetryfoundation.orq/poets/christell-roach
Visual Artists —Cameron Rowland (U. S.); Rosana Paulino (Brazil); Additional Confirmations
expected by June 30, 2023.
Historian, Dr. Dorothy Fields, Meet The Founder I The Black Archives
Project Purpose: The purpose of these virtual exhibits in Overtown is to entertain, engage,
educate and empower audiences by making interactive, contemporary art of the African
Diaspora accessible via Miami MoCAAD's innovative virtual exhibitions, This Life: Black Art in
the Time of Now and The Day I Heard the Sounds of the World: ARt Connecting Communities-
Overtown and Coral Gables. Holding the premiere of these innovative, technology infused
virtual exhibits in Overtown will reinforce Overtown as a cultural and entertainment destination.
Goals
• To entertain, engage, educate and empower audiences in -person and
virtually about art created by artists of the African Diaspora
• To successfully launch to a local and global audience the premiere of two
innovative virtual art exhibits that showcase artists of Africa and the
Diaspora
• To expand the reach of art and artists of Africa and the Diaspora to new
audiences locally and globally
• To position Overtown as a destination for contemporary African and
Diaspora art in Miami, nationally and globally
2
SIAS
MIAMI MoCAA.D
Objectives
Deliverables
• Present an AR and VR-supported virtual exhibitions and films featuring
contemporary art of the African Diaspora, featuring visual artists who tell
complex international stories, a spoken word artist to inspire excitement
and curiosity, original music that reflects the heritage of the artists
presented
• Build a world -class team of art, film and technology professionals,
including creatives from Overtown and around the world, to plan and
execute the project on deadline
• Use the two virtual art exhibits as vehicles to expand the digital reach of
Overtown's cultural offerings and Miami MoCAAD's programs and
through a robust digital marketing effort
• Ensure high attendance at the in -person premiere events and hybrid
creative conversation and follow up community screening and Art +
Technology workshops in Overtown
• Soul Basel Kickoff 2023, premiere screening of AR/VR supported virtual
art exhibit, This Life: Black Life in the Time of Now and catalog featuring
four artists and Creative Conversation with the team behind the exhibit
• March 2024 premiere presentation of new art and virtual art exhibit, The
Day / Heard the Sounds of the World: ARt Connecting Communities-
Overtown and Coral Gables.
• Broadcast -quality film documenting the artists and exhibition
• Marketing campaign launched in advance of both premiere screening
events
• Digital and traditional marketing
• Enhanced website
• Community screening and art+tech workshops in Overtown in 2024
following the premiere
Scope of Work:
March - April 2023: Engage curator (Anthony Bogues), filmmaker (Michael Anderson) and digital
provider (Douglas Fajardo, Xennial Digital); begin production of Digital Pilot Virtual Exhibition;
engage digital and public relations team (producer/social media manager)
March -April 2023 Engage artist, Marielle Plaisir, Historian, Dr. Dorothy Fields, Storyteller, Bea
Hines
June -November 2023: Production of virtual exhibit, digital exhibit catalog, AR and VR; ongoing
PR and social media campaigns in advance of December digital pilot virtual exhibition launch
November 2023: Digital pilot virtual exhibition & digital exhibit catalog ready for launch
3
MIAMI MoCAAD
December 4, 2023: Digital pilot virtual exhibition & digital exhibit catalog to premiere in
partnership with the Southeast Overtown Park / West CRA at Soul Basel kickoff event at The
Urban in Overtown
November 2023-March 2024: Collaborate with Miami -Dade Public Libraries and other public
venues on screenings to showcase the film and VR experiences; collaborate with Tech Girl
Power and other community partners on outreach; ongoing outreach and assessment.
Collaborate with Historic Lyric Theater to host community screening of virtual exhibit and
workshops
January -March 2024: Ongoing assessment of This Life: Black Life in the Time of Now virtual
exhibition analytics
Work Location: The Soul Basel kickoff event will take place in Overtown at the Urban, located
at 1000 NW 2nd Ave, Miami, FL 33136. The Premiere of the New Work by Marielle Plaisir will
take place at the Historic Lyric Theater, located at 819 NW 2nd Ave., Miami, FL 33136.
Tasks:
• Miami MoCAAD will engage a curator, filmmaker, and digital provider to begin
production of a Digital pilot virtual exhibition & digital catalog entitled, This Life: Black
Life in the Time of Now
• Miami MoCAAD will commission Marielle Plaisir to create new art, The Day I Heard the
Sounds of the World
• Miami MoCAAD will engage digital and public relations teams to lead digital and
traditional PR campaigns promoting the exhibition and launch the exhibits and to update
Miami MoCAAD's website and social media platforms to feature the projects
• The virtual exhibit, digital catalog, AR and VR will be produced during the fall, and
ongoing PR and social media campaigns will be launched in advance of the December
Soul Basel kickoff event and March new art event
• The virtual exhibition & digital catalog This Life: Black Life in the Time of Now will be
ready for launch by November, and Miami MoCAAD will organize pre -launch screenings
to test technology
• The virtual exhibition "This Life: Black Life in the Time of Now" will be ready for launch by
November, and Miami MoCAAD will organize pre -launch screenings to test technology
• The virtual art exhibit and AR/VR experience features will premiere at the Soul Basel
Kickoff event to be organized in partnership with the Southeast Overtown Park / West
CRA at The Urban in Overtown; Miami MoCAAD will collaborate with the Miami -Dade
Public Library System on screenings and VR availability, and with collaborate with Tech
Girl Power on outreach
Milestones
1, Production team hired (April 15, 2023)
2. Digital marketing team in place (on or before August 1, 2023)
3. Digital marketing plan complete (on or before September 1, 2023)
4. Digital marketing launch (on or before September 30, 2023)
5. Exhibition and supporting AR/VR components ready for launch (November 1, 2023)
6. Pre -screenings of film and extended reality Experiences (November 2023)
7. Soul Basel Kickoff Celebration (December 4, 2023) Kickoff Celebration for Soul Basel
2023: Launch film documenting the artists and exhibition; Host hybrid Creative
4
•
MIAMI MoCAAD
Conversation with entertainment: spoken word artist, live band and DJ; food, AR and VR
experience
8. Digital catalog released (December 4, 2023)
9. Digital marketing launch (on or before January 15, 2024), ARt Connecting Communities
10, Exhibition and supporting AR/VR components ready for launch
11. Pre -screenings of film and extended reality Experiences
12. Premiere presentation of new art and virtual exhibit, March 21, 2024. Kickoff Celebration
Launch film documenting the artist and exhibition; host hybrid Creative Conversation
13. Community screening of film and virtual exhibit. Community art+tech workshops
Grants Applied to for Additional Funding and Status:
Miami MoCAAD was successful in obtaining several grants. The virtual art exhibits project is
being funded primarily by grants from the John S. and James L. Knight Foundation, Miami -Dade
County and the Andrew W. Mellon Foundation with support from Brown University
Monthly Calendar/Schedule
Virtual Art Exhibit funded by Knight and Mellon Foundations and Miami Dade County
This Life: Black Life in the Time of Now
September: Continue production of virtual exhibition, digital catalog and film, AR and VR;
launch digital marketing;
October: Continue production of virtual exhibition, digital catalog and film, AR and VR; continue
digital marketing;
November: Digital catalog and film, AR and VR ready to launch; continue digital marketing
December 4: Soul Basel Kickoff Celebration with premiere showcasing of Digital pilot virtual
exhibition, digital catalog, in partnership with the Southeast Overtown Park / West CRA at Soul
Basel kickoff event at The Urban in Overtown.
2024—Ongoing screenings and art+tech workshops focusing on film and extended reality
components in Overtown and throughout Miami Dade County
Provide Monthly Calendar/Schedule:
Virtual Art Exhibit funded by Knight Foundation and Miami Dade County, Then / Heard
the Sounds of the World: ARt Connecting Communities-Overtown and Coral Gables
September 2023
• Artist, Marielle Plaisir, develops project (test prints, fabrication of the Baklit)
October 2023
• Xennial Digital starts to design and develop a mobile app with
Augmented Reality functionality, integrating Plaisir's layers in a manner that users can
"walk through" and immerse themselves in the artwork.
November 2023
• Continue developing mobile app with augmented Reality functionality, integrating
Plaisir's layers in a manner that users can "walk through" and immerse themselves in
the artwork.
5
MIAMI MoCAAD
,December 2023
• Xennial Digital continues developing app (add hotspots where users can activate
audio or video content, ability to view artwork in other locations, incorporate artist
interviews, incorporate map, photo capture/share functionality)
• Test application
• Miami MoCAAD develop outreach and marketing
January 2024
• Test and troubleshoot AR and VR
• Launch PR/digital campaign
• Produce video documenting the project
February 2024
• Continue testing and troubleshooting AR and VR
• Continue PR/digital campaign
• Produce video documenting the project
March 2024
• March 2024, premiere the artwork and virtual art exhibit at Lyric Theater
Budget Narrative:
Soul Basel Kickoff, Virtual Art Exhibit
Funding in the amount of $97,700 will support the production and launch of the virtual exhibition
and associated film This Life: Black Life in the Time of Now and related public programs. 18,700
will be contributed to the launch event to cover the rental fee for The Urban, furniture and linen
rental, staging and projection equipment, and photo and video booths. Food and beverage for
the event will cost $12,000, and the total cost of staffing will be $5,350. Entertainment will
include a live band, spoken word performer Christelle Roach, hybrid virtual production fees, and
a DJ, totaling $12,150. Marketing will include photography and videography, digital marketing,
the digital exhibition catalog, public relations and community outreach, banners and other
signage, totaling $35,500. Administrative costs including event planning, insurance and fiscal
management will total 10,000.
Premiere of New Art Work and Virtual Art Exhibit
Development of Virtual Art Exhibit Funded by Knight Foundation and Miami -Dade County,
Funding in the amount of $38,200 will support the production and launch of the virtual exhibition
and associated film "Then I Heard the Sounds of the World: ARt Connecting Communities-
Overtown and Coral Gables" and related public programs. $18,700 will be contributed to the
launch event to cover the rental fee for the Historic Lyric Theater. Food and beverage for the
event will cost $2,000, and the total cost of staffing will be $3,000. Marketing will include, digital
marketing, technology, public relations and community outreach, banners and other signage.
totaling $15,000. Administrative costs including event planning, fiscal management will total
$3,300.
6
850-617-6381
10/11/2013 12:53:45 PM PAGE 1/002 Fax Server
tinaanca ca
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Vepartment of *top
I certify the attached is a true and correct copy of the Articles of
Incorporation of MIAMI GARDENS ARTS & HUMANITIES FOUNDATION, INC., a
Florida corporation, filed on October 10, 2013, as shown by the records o
this office.
I further certify the document was electronically received under FAX audit
number H13000226129. This certificate is issued in accordance with
section 15.16, Florida Statutes, and authenticated by the code noted belowF
The document number of this corporation is N13000009245.
0
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Authentication Code: 113A00023941-101113-N13000009245-1/1
Given under my hand and the
Great Seal of the State of Florida,
at Tallahassee, the Capital, this the
Eleventh day of October, 2013
den ):Betner
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3
850-617-6381 10/11/2013 12;53:45 PM PAGE 2/002 Fax Server
October 11, 2013
FLORIDA DEPARTMENT OF STATE
Davision of Corporations
MIAMI GARDENS ARTS & HUMANITIES FOUNDATION, INC.
C/O THE MIAMI FOUNDATION
200 SOUTH BISCAYNE BLVD. #505
MIAMI, FL 33131
The Articles of Incorporation for MIAMI GARDENS ARTS & HUMANITIES
FOUNDATION, INC. were filed on October 10, 2013, and assigned document
number N13000009245. Please refer to this number whenever corresponding
with this office.
Enclosed is the certification requested. To be official, the
certification for a certified copy must be attached to the original
document that was electronically submitted and filed under FAX audit
number H13000226129.
To maintain "active" status with the Division of Corporations, an annual
report must be filed yearly between January 1st and May 1st beginning in
the year following the file date or effective date indicated above. It is
your responsibility to remember to file your annual report in a timely
manner.
A Federal Employer Identification Number (FEI/EIN) will be required when
this report is filed. Contact the IRS at 1-800-829-4933 for an SS-4 form
or go to www.irs.gov.
Please be aware if the corporate address changes, it is the responsibility
of the corporation to notify this office.
Should you have questions regarding corporations, please contact this
office at (850) 245-6052.
Claretha Golden
Regulatory Specialist II
New Filings Section
Division of Corporations
Letter Number: 113A00023941
P.O BOX 6327 - Tallahassee, Florida 32314
1-113000226129 3
ARTICLES OF INCORPORATION
OF
MIAMI GARDENS ARTS & HUMANITIES FOUNDATION, INC.
The undersigned, acting as the Incorporator of MIAMI GARDENS ARTS &
HUMANITIES FOUNDATION, INC. under Chapter 617 of the Florida Statutes, submits the
following Articles of Incorporation.
ARTICLE I. NAME
The name of this corporation shall be MIAMI GARDENS ARTS & HUMANITIES
FOUNDATION, INC. (the "Corporation").
ARTICLE II. PRINCIPAL PLACE OF BUSINESS AND MAILING ADDRESS
The principal place of business and mailing address of the Corporation shall be;
c/o The Miami Foundation
200 South Biscayne Boulevard
Suite 505
Miami, FL 33131
ARTICLE III. DURATION AND COMMENCEMENT OF EXISTENCE
The Corporation shall have perpetual existence, commencing with the filing of these.
Articles of Incorporation with the Florida Department of State.
ARTICLE IV. PURPOSE
A. The Corporation is organized as a not for profit corporation for the purpose of
supporting the development and other activities of a public museum of Miami Gardens in
Miami -Dade County, Florida, which qualifies as an exempt organization under Section 501(c)(3)
of the Internal Revenue Code, or any corresponding section of any future federal tax code, or any
corresponding section of any future federal tax code. Furthermore, this corporation may engage
in only activities permitted under the laws of the State of Florida and the United States of
America as shall constitute activities in furtherance of such exempt purposes.
B. As a means and incidental to accomplishing the purpose for which this
corporation is being operated, it shall have such powers which now are or which hereafter may
be conferred by law upon a corporation organized for the purposes hereinabov_e set forth or
necessary or incidental to the powers so conferred or conducive to the attainment of the purposes
of the corporation, subject to such limitations as are or may be prescribed by laws.
C. No part of the income or principal of this corporation shall inure to the benefit of
or be distributed to any director or officer of the corporation or any other private individual, in
such a fashion as to constitute an application of funds not within the purpose of exempt
organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
H13000226129 3
H13000226129 3
However, reimbursement for expenditures or the payment of reasonable compensation for
services rendered shall not be deemed to be a distribution of income or principal.
D. No part of the activities of this corporation shall consist of carrying on
propaganda, or otherwise attempting to influence legislation, and this corporation shall not
participate in, or intervene in (including the publishing or distributing of statements) any political
campaign on behalf of any candidate for public office.
E. In the event of the complete or partial liquidation or dissolution of the
corporation, whether voluntary or involuntary, the balance of all money and other property
received by the corporation from any source, after the payment of all debts and obligations of the
corporation, shall be used or distributed, subject to the order of the Circuit Court of the State of
Florida, as provided by law, exclusively to one of more organizations then described in Sections
501(c)(3) and 509(a)(1) or 509(a)(2) of the Internal Revenue Code of 1986, as amended, or to the
federal, state or local government for exclusively public purposes.
ARTICLE V. ELECTION OF DIRECTORS/OFFICERS
The Directors of the Corporation shall be elected in the manner set forth in the Bylaws of
the Corporation. The names and addresses of the initial Directors of the Corporation are:
Marilyn J, Holifield
475 Biltmore Way, Suite 104A
Coral Gables, FL 33134
Sheldon Anderson
c/o Northern Trust
700 Brickell Avenue
Miami, FL 33131*
Hans Ottinot
17524 N.W. 61' Court
Miami, Florida 33015
ARTICLE VI. LIMITATIONS ON CORPORATE POWER
The corporate powers of the Corporation are as provided in Section 617.0302, Florida
Statutes, except that no part of the assets or net earnings of the Corporation shall inure to the
benefit of, or be distributable to its members, directors, officers, or other private persons, except
that the Corporation shall be authorized and empowered to pay reasonable compensation for
services rendered and to make payments and distributions in furtherance of the purposes set forth
in Article IV hereof.
*Effective December 2013 - bank will relocate to 600 Brickell Avenue, Miami, FL 33131.
2
H13000226129 3
H13000226129 3
ARTICLE VII, INCORPORATOR
The name and address of the Incorporator are Marilyn J. HoHeld, 475 Biltmore Way,
Suite 104A, Coral Gables, FL 33134.
ARTICLE VIII. REGISTERED AGENT
The street address of the initial registered office of the Corporation is Corporate Creations
Network Inc. The name of the initial registered agent of the Corporation at that address, who is
authorized to receive service of process is 11380 Prosperity Farms Road, #221E, Palm Beach
Gardens, FL 33410.
IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of
Incorporation as of this 10th day of October, 2013.
Marilyi J. H. ;i reld,
Incorporator
3
H13000226129 3
H13000226129 3
ACCEPTANCE OF REGISTERED AGENT DESIGNATED
IN ARTICLES OF INCORPORATION
That MIAM1 GARDENS ARTS & HUMANITIES FOUNDATION, INC. desiring to organize
under the laws of the State of Florida, has named Corporate Creations Network Inc. as its agent
to accept service of process within this state.
ACKNOWLEDGMENT:
Having been named to accept service of process for the above -referenced Corporation at is
11380 Prosperity Farms Road, #221E, Palm Beach Gardens, FL 33410, the undersigned hereby
agrees to act in this capacity, agrees to comply with the provisions of all statutes relative to the
proper and complete performance of the duties of a registered agent, and accepts the duties and
obligations of Section 617.0503, Florida Statutes.
Dated this 101I' day of October, 2013.
425910808_vl
Corporate Creations Network Inc.
By:
Michael ' einhold, Vice -President
4
H13000226129 3
REREFERVIONEVEREOE
reki
i3r.partment of 'tate
I certify the attached is a true and correct copy of the Articles of
Amendment, filed on October 27, 2014, to Articles of Incorporation for
MIAMI GARDENS ARTS & HUMANITIES FOUNDATION, INC. which changed its name t
MIAMI-DADE NORTH ARTS & HUMANITIES FOUNDATION, INC., a Florida
corporation, as shown by the records of this office.
I further certify the document was electronically received under FAX
number H14000250998. This certificate is issued in accordance with
C section 15.16, Florida Statutes, and authenticated by the code noted
°
CThe document number of this corporation is N13000009245.
XAuthentication Code: 314A00022991-102814-N13000009245-1/1
VC
n�
Given under my hand and the
Great Seal of the State of Florida,
at Tallahassee, the Capital, this the
Twenty-eighth day of October, 2014
fit
'item Det}ner
*erret r of *torte
5011111514INNIVANNIENNIVItikil
October 28, 2014
FLORIDA DEPARTMENT OF STA I'b
Division of Corporations
MIAMI-DADE NORTH ARTS & HUMANITIES FOUNDATION, INC.
C/O THE MIAMI FOUNDATION
200 SOUTH BISCAYNE BLVD. #505
MIAMI, FL 33131
Re: Document Number N13000009245
The Articles of Amendment to the Articles of Incorporation for MIAMI
GARDENS ARTS & HUMANITIES FOUNDATION, INC. which changed its name to
MIAMI-DADE NORTH ARTS & HUMANITIES FOUNDATION, INC., a Florida
corporation, were filed on October 27,'2014.
The certification requested is enclosed. To be official, the
certification for a certified copy must be attached to the original
document that was electronically submitted and filed under FAX audit
number H14000250998.
Should you have any question regarding this matter, please telephone (850)
245-6050, the Amendment Filing Section.
Carolyn Lewis
Regulatory Specialist II
Division of Corporations
Letter Number: 314A00022991
P.O BOX 6327 - Tallahassee, Florida 32314
H14000250998 3
ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION
OF
MIAMI GARDENS, ARTS & HUMANITIES FOUNDATION, INC.
Document no.: N13000009245
Pursuant to the provisions of section 617.1006, Florida Statutes, the Articles of Incorporation of
MIAMI GARDENS ARTS & HUMANITIES FOUNDATION, INC., a Florida for not for profit
corporation (the "Corporation"), are hereby amended according to these Articles of Amendment:
FIRST: The.name of the Corporation is Miami Gardens Arts & Humanities Foundation,
Inc.
SECOND: "Article I" of the Articles of Incorporation is amended in its entirety to read as
follows:
"ARTICLE I
NAME: The name of the Corporation is "Miami -Dade North Arts &
Humanities Foundation, Inc." •
THIRD; There are no members or members entitled to vote on the
amendment. The amendment was adopted by the Board of Directors on October
27, 2014.
IN WITNESS WHEREOF, the undersigned has executed this instrument this 27th day of
October, 2014.
Maril
#33668898_v1
n r.
olifield, Di
II
ector
APPLICATION FOR REGISTRATION OF FICTITIOUS NAME
REGISTRATION# G20000015448
Fictitious Name to be Registered: MIAMI MUSEUM OF CONTEMPORARY ART OF THE AFRICAN DIASPORA
Mailing Address of Business:
C/O MARILYN HOLIFIELD
701 BRICKELL AVENUE, SUITE 3300
MIAMI, FL 33131
Florida County of Principal Place of Business: MIAMI-DADE
FEI Number:
Owner(s) of Fictitious Name:
MIAMI-DADE NORTH ARTS & HUMANITIES FOUNDATION, INC.
C/O MARILYN HOLIFIELD, 701 BRICKELL AVE
MIAMI, FL 33131 US
Florida Document Number: N13000009245
FEI Number: 46-3941154
FILED
Feb 03, 2020
Secretary of State
I the undersigned, being an owner in the above fictitious name, certify that the information indicated on this form is true and
accurate. I further certify that the fictitious name to be registered has been advertised at least once in a newspaper as defined
in Chapter 50, Florida Statutes, in the county where the principal place of business is located. I understand that the electronic
signature below shall have the same legal effect as if made under oath and I am aware that false information submitted in a
document to the Department of State constitutes a third degree felony as provided for in s. 817.155, Florida Statutes.
MARILYN HOLIFIELD 02/03/2020
Electronic Signature(s) Date
Certificate of Status Requested ( ) Certified Copy Requested ( )
INTERNAL REVENUE SERVICE
P. 0. BOX 2508
CINCINNATI, OH 45201
Date:
APR 2 9 2019
MIAMI-DADE NORTH ARTS & HUMANITIES
FOUNDATION INC
0/0 SEAN J TEVEL
701 BRICKELL AVE STE 3300
MIAMI, FL 33131
Dear Applicant:
DEPARTMENT OF THE TREASURY
Employer Identification Number:
46-3941154
DLN:
17053303319018
Contact Person:
LISA A RONAN
Contact Telephone Number:
(877) 829-5500
Accounting Period Ending:
December 31
Public Charity Status:
170(b)(1)(A)(vi)
Form 990/990-EZ/990-N Required:
Yes
Effective Date of Exemption:
May 15, 2016
Contribution Deductibility:
Yes
Addendum Applies:
No
ID# 17305
We're pleased to tell you we determined you're exempt from federal income tax
under Internal Revenue Code (IRC) Section 501(0)(3). Donors can deduct
contributions they make to you under IRC Section 170. You're also qualified
to receive tax deductible bequests, devises, transfers or gifts under
Section 2055, 2106, or 2522. This letter could help resolve questions on your
exempt status. Please keep it for your records.
Organizations
either public
charity under
exempt under IRC Section 501(c)(3) are further classified as
charities or private foundations. We determined you're a public
the IRC Section listed at the top of this letter.
Based on the information you submitted in your application, we approved your
request for reinstatement under Revenue Procedure 2014-11. Your effective date
of exemption, as listed at the top of this letter, is retroactive to your • date
of revocation.
If we indicated at the top of this letter that you're required to file Form
990/990-EZ/990-N, our records show you're required to file an annual
information return (Form 990 or Form 990-EZ) or electronic notice (Form 990-N,
the e-Postcard). If you don't file a required return or notice for three
consecutive years, your exempt status will be automatically revoked.
if we indicated at the top of this letter that an addendum applies,.the
enclosed addendum is an integral part of this letter.
For important information about,your responsibilities as a tax-exempt
organization, go to www.irs.gov/charities. Enter "4221-PC" in the search bar
Letter 947
-2-
MIAMI-DADE NORTH ARTS & HUMANITIES
to view Publication 4221-PC, Compliance Guide for 501(c)(3) Public Charities,
which describes your recordkeeping, reporting, and disclosure requirements.
We sent a copy of this letter to your representative as indicated in your
power of attorney.
Sincerely,
„eve�. AVOW
Director, Exempt Organizations
Rulings and Agreements
Letter 947
Exhibit "C"
Budget
Miami
MoCAAD
Miami Museum of Contemporary
Art of the African Diaspora
Miami MoCAAD Soul Basel Kickoff 2023 Budget
Worldwide Premier of AR/VR Virtual Art Exhibit Film
"SOUL BASEL 2023 BUDGET"
Rental Fees
The Urban Gateway LLC (Venue Rental)
$
6,500.00
The Urban Gateway LLC (LED Screen')
$
2,200.00
Pacara LLC/dba Miami Production Trailers ( Trailer for VR Experience)
$
1,657.50
Pretti Party Rental (Branding and Signage)
$
1,406.54
Giscombie Rental (Chairs, Stools etc)
$
1,816.00
Marquee Lights (Miami MoCAAD sign)
$
987.46
The Lounge (Chair Rental for Stage/Panelists)
$
818.55
Subtotal
$
15,386.05
Advertising/Marketing/Branding/Social Media
Harris Public Relations (Press Release/Public Relations)
$
6,250.00
Everton Allen LLC (Graphic Design)
$
350.00
Jorge Perez Printing (Bannner, Foamboards etc for Event)
$
1,022.00
IPD Media (Retractable Banners, print cards)
$
690.00
$
8,312.00
Catering
J. Garcia Food Catering
$
9,001.95
Subtotal
$
9,001.95
Videographer/Photographer
Pass Story of Diaspora Forward, Inc. (Virtual Technology for Hybrid Program)
$
7,300.00
Subtotal
$
7,300.00
Administrative Costs
Event Planning Fee - SocialXChange, Inc. / Alexis Brown
$
10,000.00
Subtotal
$
10,000.00
TOTAL
$
50,000.00
#UNKNOWN!
Exhibit "D"
Insurance Requirements
INSURANCE REQUIREMENTS
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
Contingent & Contractual Liability
Premises and Operations Liability
Primary Insurance Clause Endorsement
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Owned/Scheduled Autos
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 300,000
B. Endorsements Required
City of Miami & SEPWCRA listed as an additional insured
The City of Miami
Building Department
444 SW 2nd Ave
Miami, FL 33130-0000
Southeast Overtown Park West Community
Redevelopment Agency
819 NW 2nd Avenue, 3rd Floor
Miami, FL 33136-0000
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of Subrogation
Employer's Liability
A. Limits of Liability
$100,000 for bodily injury caused by an accident, each accident
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit
IV. Professional Liability/E&O IF APPLICABLE
A. Limits of Liability
Each Claim $300,000
Policy Aggregate $300,000
Retroactive Date Included
The above policies shall provide the City of Miami with written notice of
cancellation or material change from the insurer in accordance to policy provisions.
Companies authorized to do business in the State of Florida, with the following
qualifications, shall issue all insurance policies required above:
The company must be rated no less than "A-" as to management, and no less
than "Class V" as to Financial Strength, by the latest edition of Best's Insurance
Guide, published by A.M. Best Company, Oldwick, New Jersey, or its
equivalent. All policies and /or certificates of insurance are subject to review and
verification by Risk Management prior to insurance approval.