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HomeMy WebLinkAbout24981AGREEMENT INFORMATION AGREEMENT NUMBER 24981 NAME/TYPE OF AGREEMENT SEOPW CRA & BREATH OF LIFE MINISTRY OF THE ARTS, INC. DESCRIPTION GRANT AGREEMENT/COMMUNITY OUTREACH YOUTH PROGRAM/FILE ID: 14366/CRA-R-23-0038 EFFECTIVE DATE • October 1, 2023 ATTESTED BY TODD B. HANNON ATTESTED DATE 5/10/2024 DATE RECEIVED FROM ISSUING DEPT. 5/17/2024 NOTE GRANT AGREEMENT t,, e This GRANT.AGREEMENT ("Agreement") is made as of this F. day of 0C' COW Y 2,02.3 ("Effective Date") . by and between 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 BREATH OF LIFE MINISTRY OF THE ARTS, INC., a Florida not -for -profit corporation ("Grantee"). RECITALS A. WHEREAS, the 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 B. WHEREAS, under Florida Statutes, Section 163.340(9) of the Community Redevelopment Act, (the "Act"), "community redevelopment means projects of a ... community redevelopment agency in a community redevelopment area for the elimination and prevention of the development or spread of slum and blight"; and C. WHEREAS, Section 2, Goal 4 of the Plan lists the "creati[on of] jobs within the community..." as a stated redevelopment goal; and D. WHEREAS, Section 2, Goal 6, of the Plan, lists the "[i]mprove[ment of] the [q]uality of [1]ife for residents" as a stated redevelopment goal; and E. WHEREAS, Section 2, Principle 4, of the Plan provides that "employment opportunities be made available to existing residents ..." as a stated redevelopment principle; and F. WHEREAS, Section 2, Principle 6, of the Plan provides that to "address and improve the neighborhood economy and expand economic opportunities of present and future residents ..." G. WHEREAS, Grantee is a not -for -profit it intends to further develop its relationship with local youth and assist in bridging the gap and fostering a better relationship between the community; and H. WHEREAS, Grantee will provide financial literacy workshops, entrepreneurship training, and workforce readiness engagement throughout the Redevelopment Area; and I. WHEREAS, Grant funds for this project will be used to administer the Breath of Life Community Outreach Program (the "Program"); J. WHEREAS, The Program will provide on-the-job training, a robust curriculum, and educational opportunities to residents in the Redevelopment Area who are interested in entrepreneurship as it pertains to the Science, Technology, Engineering, and Math ("S.T.E.A.M") industry; and K. WHEREAS, the Board of Commissioners, Resolution No. CRA-R-23-0038 attached hereto as Exhibit "A", passed, and adopted on July 27, 2023, authorized the issuance of a grant to Grantee, in an amount not to exceed Eighty -Two Thousand One -Hundred and Fifty -Five Dollars and Zero Cents ($82,155.00), to underwrite the costs associated with the Program; and L. WHEREAS, the parties wish to enter into this Agreement to set forth the terms and conditions 1 relating to the use of this grant; NOW, THEREFORE, in consideration of the mutual promises of the parties contained herein and other good and valuable consideration, receipt, and sufficiency of which is hereby acknowledged, the SEOPW CRA and Grantee agree as follows: 1. RECITALS. The Recitals to this Agreement are true and correct and are incorporated herein by referenced and made a part hereof. 2. GRANT. Subject to the terms and conditions set forth herein and Grantee's compliance with all of its obligations hereunder, the SEOPW CRA hereby agrees to make available to Grantee grant funds 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 Program incurred during the Term of this Agreement, in accordance with the Program's approved scope of work and budget, ("Scope of Work and Budget") as described in Exhibit "B", attached hereto, and incorporated herein. 4. TERM. The term of this Agreement shall commence on the Effective Date written above and shall terminate September 30, 2024, or when the grant funds of Eighty -Two Thousand One -Hundred and Fifty -Five Dollars and Zero Cents ($82,155.00), are expended, whichever occurs first. However, 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 Eighty -Two Thousand One -Hundred and Fifty -Five Dollars and Zero Cents ($82,155.00). In no event shall payments to Grantee under this Agreement exceed Eighty -Two Thousand One -Hundred and Fifty -Five Dollars and Zero Cents ($82,155.00), Payments shall be made to Grantee or directly to vendors on behalf of Grantee, only after receipt and approval of requests for disbursements in accordance with the approved Scope of Work and Budget. b. REQUESTS FOR DISBURSEMENT OF GRANT FUNDS. All requests for the disbursement of grant funds by Grantee shall be submitted in writing to the SEOPW CRA by Grantee's authorized representative prior to the termination of this Agreement. All such requests must be accompanied by supporting documents reflecting the use of grant funds and/or expenditures incurred, and that the request is being made in accordance with the Program's approved Scope of Work and Budget, as reflected in Exhibit "B", for expenditures incurred during the Term of this Agreement. For purposes of this Agreement, "supporting documentation" may include invoices, receipts, photographs, and any other materials evidencing the expense incurred. Grantee agrees that all invoices or receipts reflecting the expenses incurred in connection to the Program shall be in Grantee's name, and not in the name of the SEOPW CRA in light of Grantee's inability to bind the SEOPW CRA to any legal and/or monetary obligation whatsoever. The SEOPW CRA reserves the right to request additional supporting documentation for any expenditures, and the SEOPW CRA reserves the right to deny any and all requests it deems to be outside of the approved Scope of Work and Budget. Grantee's failure to provide additional supporting documentation or explanation regarding expenses incurred, when requested by the SEOPW CRA, shall serve as grounds for immediate termination of this Agreement, and Grantee solely shall bear all costs associated with any expenditures not approved by the SEOPW CRA. 2 c. CASH TRANSACTIONS PROHIBITED. The parties agree that no payment will be made to Grantee as a reimbursement for any Project -specific expenditure paid in cash. Grantee acknowledges that a cash transaction is insufficient per se to comply with record -keeping requirements under this Agreement. d. NO ADVANCE PAYMENTS. The SEOPW CRA shall not make advance payments to Grantee or Grantee's vendors for services not performed or for goods, materials, or equipment which have not been delivered to Grantee for use in connection with the Project. 6. COMPLIANCE WITH POLICIES AND PROCEDURES. Grantee understands that the use of grant funds is subject to specific reporting, record keeping, administrative, and contracting guidelines and other requirements affecting the SEOPW CRA 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. Include a Financial Literacy course to assist with everyday life financial roadblocks. Acquiring a financial literate skill will assist with economic distress, improve the standard of living, and support financial stability. Without limiting the generality of the foregoing, Grantee represents and warrants that it will comply, and the grant funds will be used in accordance with all applicable federal, state and local codes, laws, rules, and regulations. 7. REMEDIES FOR NON-COMPLIANCE. If Grantee fails to perform any of its obligations or covenants hereunder, or materially breaches any of the terms contained in this Agreement, the SEOPW CRA shall have the right to take one or more of the following actions: a. Withhold cash payments, pending correction of the deficiency by Grantee; b. Recover payments made to Grantee; c. Disallow (that is, deny the use of the grant for) all or part of the cost for the activity or action not in compliance; d. Withhold further awards for the Project; or e. Take such other remedies that may be legally permitted. 8. RECORDS AND REPORTS/AUDITS AND EVALUATION. a. PUBLIC RECORDS; MAINTENANCE OF RECORDS. This Agreement shall be subject to Florida's Public Records Laws, Chapter 119, Florida Statutes. The parties understand the broad nature of these laws and agree to comply with Florida's Public Records Laws, and laws relating to records retention. Moreover, in furtherance of the SEOPW CRA audit rights in Section 9(c) below, Grantee acknowledges and accepts the SEOPW CRA right to access Grantee's records, legal representatives' and contractors' records, and the obligation of Grantee to retain and to make those records available upon request, and in accordance with all applicable laws. Grantee shall keep and maintain records to show its compliance with this Agreement. In addition, Grantee's contractors and subcontractors must make available, upon the SEOPW CRA 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. Grantee, its contractors and subcontractors shall retain records related to this Agreement or the Project for a period of five (5) years after the expiration, early termination or cancellation of this Agreement. b. REPORTS. Grantee shall deliver to the SEOPW CRA reports relating to the use of grant funds as requested by the SEOPW CRA, from time to time and as detailed herein. Failure to provide said reports shall result in grant funds being withheld until Grantee has complied with this provision. Thereafter, continued failure by Grantee in providing such reports shall be considered a default under this Agreement. c. AUDIT RIGHTS. The SEOPW CRA shall have the right to conduct audits of Grantee's records pertaining to the grant funds and to visit the Program, in order to conduct its monitoring and evaluation activities. Grantee agrees to cooperate with the SEOPW CRA in the performance of these activities. Such audits 3 shall take place at a mutually agreeable date and time. d. FAILURE TO COMPLY. Grantee's failure to comply with these requirements or the receipt or discovery (by monitoring or evaluation) by the SEOPW CRA of any inconsistent, incomplete, or inadequate information shall be grounds for the immediate termination of this Agreement by the SEOPW CRA. 9. UNUSED FUNDS. Upon the expiration of the term of this Agreement, Grantee shall transfer to the SEOPW CRA any unused grant funds on hand at the time of such expiration. 10. REPRESENTATIONS; WARRANTIES; CERTIFICATIONS. Grantee represents, warrants, and certifies the following: a. INVOICES. Invoices for all expenditures paid for by Grantee shall be submitted to the SEOPW CRA for review and approval in accordance with the terms set forth in this Agreement. Grantee, through its authorized representative, shall certify that work reflected in said invoices has, in fact, been performed in accordance with the Scope of Work and Budget set forth in Exhibit "B". b. EXPENDITURES. Funds disbursed under this Agreement shall be used solely for the Project in accordance with the Scope of Work and Budget set forth in Exhibit "B". All expenditures of grant funds will be made in accordance with the provisions of this Agreement. c. SEPARATE ACCOUNTS. Grant funds shall not be co -mingled with any other funds, and separate accounts and accounting records shall be maintained. d. POLITICAL ACTIVITIES. No expenditure of grantfunds shall be used for political activities. e. LIABILITY GENERALLY. Grantee shall be liable to the SEOPW CRA for the amount of the grant expended in a manner inconsistent with this Agreement. f. AUTHORITY. This Agreement has been duly authorized by all necessary actions on the part of, and has been, or will be, duly executed and delivered by Grantee, and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof: (i) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein; (ii) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on any indenture, mortgage, deed of trust, bank loan, or credit agreement, applicable ordinances, resolutions, or on the date of this Agreement, any other agreement or instrument to which Grantee is a party; or (iii) contravenes or results in any breach of, or default under any other agreement to which Grantee is a party, or results in the creation of any lien or encumbrances upon any property of Grantee. 11. NON-DISCRIMINATION. Grantee, for itself and on behalf of its contractors and sub -contractors, agrees that it shall not discriminate on the basis of race, sex, color, religion, national origin, age, disability, or any other protected class prescribed by law in connection with its performance under this Agreement. Furthermore, Grantee represents that no otherwise qualified individual shall, solely, by reason of his/her race, sex, color, religion, national origin, age, disability, or any other member of a protected class be excluded from the participation in, be denied benefits of, or be subjected to discrimination under any program or activity receiving financial assistance pursuant to this Agreement. 12. CONFLICT OF INTEREST. Grantee is familiar with the following provisions regarding conflict of interest in the performance of this Agreement by Grantee. Grantee covenants, represents, and warrants that it will comply with all such conflict -of -interest provisions: 4 a. Code of the City of Miami, Florida, Chapter 2, Article V. b. Miami -Dade County Code, Section 2-11.1. 13. CONTINGENCY. Funding for this Agreement is contingent on the availability of funds and continued authorization for Program activities and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, or change in regulations. The SEOPW CRA shall not be liable to Grantee for amendment or termination of this Agreement pursuant to this Section. 14. MARKETING. a. PUBLICATION. In the event Grantee wishes to engage in any marketing efforts, Grantee shall, if approved by the SEOPW CRA in accordance with Section 14(b) below, produce, publish, advertise, disclose, or exhibit the SEOPW CRA name and/or logo, in acknowledgement of the SEOPW CRA contribution to the Program, in all forms of media and communications created by Grantee for the purpose of publication, promotion, illustration, advertising, trade, or any other lawful purpose, including but not limited to stationary, newspapers, periodicals, billboards, posters, email, direct mail, flyers, telephone, public events, and television, radio, or internet advertisements, or interviews. b. APPROVAL. The SEOPW CRA shall have the right to approve the form and placement of all acknowledgements described in Section 14(a) above, which approval shall not be unreasonably withheld. c. LIMITED USE. Grantee further agrees that the SEOPW CRA name and logo may not be otherwise used, copied, reproduced, altered in any manner, or sold to others for purposes other than those specified in this Agreement. Nothing in this Agreement, or in Grantee's use of the SEOPW CRA name and logo, confers or may be construed as conferring upon Grantee any right, title, or interest whatsoever in the SEOPW CRA name and logo beyond the right granted in this Agreement. 15. DEFAULT. If Grantee fails to comply with any term or condition of this Agreement, or fails to perform any of Grantee's obligations hereunder, and Grantee does not cure such failure within thirty (30) days following receipt of written notice from the SEOPW CRA that such failure has occurred, then Grantee shall be in default. Upon the occurrence of such default hereunder the SEOPW CRA, in addition to all remedies available to it by law, may immediately, upon written notice to Grantee, terminate this Agreement whereupon all payments, advances, or other compensation paid by the SEOPW CRA directly to Grantee and utilized by Grantee in violation of this Agreement shall be immediately returned to the SEOPW CRA. Grantee understands and agrees that termination of this Agreement under this section shall not release Grantee from any obligation accruing prior to the effective date of termination. 16. NO LIABILITY. In consideration for the issuance of grant funds under this Agreement, 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 Grantee, its officers, directors, members, employees, agents, or representatives, with respect to any of the provisions of this Agreement or performance under this Agreement. Any Liability of the SEOPW CRA under this Agreement shall be subject to the limitations imposed by Section 768.28, Florida Statutes. 17. SPECIFIC PERFORMANCE. In the event of breach of this Agreement by the SEOPW CRA, Grantee may only seek specific performance of this Agreement and any recovery shall be limited to the grant funding authorized for the services provided herein. In no event shall the SEOPW CRA be liable to Grantee for any additional compensation, other than that provided herein. 5 18. INDEMNIFICATION OF THE SEOPW CRA. 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, whether directly or indirectly caused, in whole or in part, by any act, omission, default, professional errors or omissions, or negligence (whether active or passive) of Grantee or its employees, agents, or subcontractors (collectively referred to as "Grantee"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default, breach, or negligence (whether active or passive) 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 Grantee to comply with any of the paragraphs provisions herein; or (iii) the failure of Grantee, to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal, state, county, or city in connection with the granting or performance of this Agreement, or any amendment to this Agreement. Grantee expressly agrees to indemnify and hold harmless the SEOPW CRA, from and against all liabilities which may be asserted by an employee or former employee of Grantee, any of subcontractors, or participants in the Program, as provided above, for which Grantee's liability to such employee, former employee, subcontractor, or participant would otherwise be limited to payments under state Worker's Compensation or similar laws. The Indemnification shall survive the cancellation or expiration of the Agreement. 19. INSURANCE. Grantee shall, at all times during the term hereof, maintain such insurance coverage as provided in Exhibit "C", attached hereto and incorporated herein. All such insurance, including renewals, shall be subject to the approval of the SEOPW CRA, or the City of Miami (which approval shall not be unreasonably withheld) for adequacy of protection and evidence of such coverage shall be furnished to the SEOPW CRA on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled, or materially changed during the performance of the Program under this Agreement without thirty (30) calendar days prior written notice (or in accordance to policy provisions) to the SEOPW CRA. Completed Certificates of Insurance shall be filed with the SEOPW CRA, to the extent practicable, prior to the performance of Services hereunder, provided, however, that Grantee shall at any time upon request by SEOPW CRA file duplicate copies of the policies of such insurance with the SEOPW CRA. If, in the reasonable judgment of 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 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. 20. DISPUTES. In the event of a dispute between the Executive Director of the SEOPW CRA and Grantee as to the terms and conditions of this Agreement, the Executive Director of the SEOPW CRA and Grantee shall proceed in good faith to resolve the dispute. If the parties are not able to resolve the dispute within thirty (30) days of written notice to the other, the dispute shall be submitted to the SEOPW CRA Board of Commissioners for resolution within ninety (90) days of the expiration of such thirty (30) day period or such longer period as may be agreed to by the parties to this Agreement. The Board's decision shall be deemed final and binding on the parties. 21. INTERPRETATION. 6 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 Grantee relating to the Agreement. Any promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. This Agreement shall not be modified in any manner except by an instrument in writing executed by the parties. The masculine (or neuter) pronoun and the singular number shall include the masculine, feminine and neuter genders and the singular and plural number. The word "including" followed by any specific item(s) is deemed to refer to examples rather than to be words of limitation. c. CONTRACTUAL INTERPRETATION. Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of both parties have equally participated in the preparation of this Agreement. d. COVENANTS. Each covenant, agreement, obligation, term, condition, or other provision herein contained shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making the same, not dependent on any other provision of this Agreement unless otherwise expressly provided. All of the terms and conditions set forth in this Agreement shall apply throughout the term of this Agreement unless otherwise expressly set forth herein. e. CONFLICTING TERMS. In the event of a conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms of this Agreement shall govern. f. WAIVER. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. g. SEVERABILITY. Should any provision contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable under the laws of the State of Florida, then such provision shall be deemed modified to the extent necessary to conform with such laws, or if not modifiable to conform with such laws, that same shall be deemed severable; and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. h. THIRD -PARTY BENEFICIARIES. No provision of this Agreement shall, in any way, inure to the benefit of any third party so as to make such third party a beneficiary of this Agreement, or of any one or more of the terms hereof or otherwise give rise to any cause of action in any party not a party hereto. 22. AMENDMENTS. No amendment to this Agreement shall be binding on either party, unless in writing and signed by both parties. 23. DOCUMENT OWNERSHIP. Upon request by the SEOPW CRA, all documents developed by Grantee shall be delivered to the SEOPW CRA upon completion of this Agreement, and may be used by the SEOPW CRA, without restriction or limitation. Grantee agrees that all documents maintained and generated pursuant to this Agreement shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. It is further understood by and between the parties that any document which is given by the SEOPW 7 CRA to Grantee pursuant to this Agreement shall at all times remain the property of the SEOPW CRA and shall not be used by Grantee for any other purpose whatsoever, without the written consent of the SEOPW CRA. 24. AWARD OF AGREEMENT. Grantee warrants that it has not employed or retained any person employed by the SEOPW CRA to solicit or secure this Agreement, and that it has not offered to pay, paid, or agreed to pay any person employed by the SEOPW CRA any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of the grant funds. 25. NON-DELEGABILITY. The obligations of Grantee under this Agreement shall not be delegated or assigned to any other party without the SEOPW CRA prior written consent which may be withheld by the SEOPW CRA, in its sole discretion. 26. CONSTRUCTION. This Agreement shall be construed and enforced in accordance with Florida law. 27. TERMINATION. The SEOPW CRA reserves the right to terminate this Agreement, at any time for any reason upon giving five (5) days written notice of termination to Grantee. Should the SEOPW CRA terminate this Agreement, the SEOPW CRA will be relieved of all obligations under this Agreement. In no way shall the SEOPW CRA be subjected to any liability or exposure for the termination of this Agreement under this Section. 28. NOTICE. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail, addressed to the party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served, or, if by mail, on the fifth day after being posted, or the date of actual receipt or refusal of delivery, whichever is earlier. To SEOPW CRA: To Grantee: James McQueen, Executive Director Southeast Overtown/Park West Community Redevelopment Agency 819 N.W. tad Avenue, 3rd Floor Miami, FL 33136 Email: JMcQueen@miamigov.com With copies to: Vincent T. Brown, Esq., Staff Counsel Email: vtbrown@miamigov.com Mark Stallworth, Program Compliance Analyst Email: Mstallworth@miamigov.com Quincy Cohen, President Breath of Life Ministry of the Arts, Inc. 3339 N.W. 48th Terrance Miami, FL 33139 29. INDEPENDENT CONTRACTOR. Grantee, its contractors, subcontractors, employees, agents, and participants in the Program shall be deemed to be independent contractors, and not agents or employees of the CRA, and shall not attain any rights or benefits under the civil service or retirement/pension programs of the CRA, or any rights generally afforded its employees; further, they shall not be deemed entitled to Florida Workers' Compensation benefits as employees of the CRA. 8 30. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 31. MULTIPLE COUNTERPARTS AND ELECTRONIC SIGNATURES. This Agreement may be simultaneously executed in multiple counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed to be an original. The facsimile or other electronically delivered signatures of the parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals 32. MISCELLANEOUS. a. In the event of any litigation between the parties under this Agreement, the parties shall bear their own attorneys' fees and costs at trial and appellate levels. b. Time shall be of the essence for each and every provision of this Agreement. c. All exhibits attached to this Agreement are incorporated in and made a part of this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 9 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 Grantee have executed this Agreement. ATTEST: By: 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 By: 7 Na odd B. Henr Name:/J'ames McQueen itle: Clerk of the Board APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: By: Name: Vincent T. Brown, Esq. Name: An Title: Director of Ris Management Title" Executive Director Title: Staff Counsel WITNESSES: By: 14, Print: It!lLe 654- 5ml% if By: Print: I t"hthLTIc ‘,15i 13 I� APPROVED AS TO INSURANCE REQUIREME TS. BREATH OF LIFE MINISTRY OF THE ARTS, INC., a Florida not -for -profit organization ("Grantee") oria Cohen agi&) 10 Exhibit "A" Resolution No. CRA-R-23-0038 Southeast Overtown/Park West Community Redevelopment Agency Legislation CRA Resolution: CRA-R-23-0038 File Number: 14366 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 EIGHT HUNDRED FIFTY SEVEN THOUSAND NINE HUNDRED THIRTY THREE DOLLARS AND NINETY CENTS ($857,933.90) TO ASSIST THE ORGANIZATIONS SET FORTH IN EXHIBIT "A", ATTACHED IN INCORPORATED HEREIN, WITH VARIOUS YOUTH PROGRAMMING INITIATIVES ("PURPOSE") WITHIN THE SEOPW CRA AREA; 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 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 WHEREAS, Section 2, Principle 4 of the Plan, states, "there must be variety in employment opportunities" as a stated redevelopment principle; and City of Miami Page 1 of 3 File ID: 14366 (Revision:) Printed On: 8/4/2023 File ID: 14366 Enactment Number: CRA-R-23-0038 WHEREAS, Section 2, Principle 6 of the Plan, states, "For the SEOPW CRA to achieve its full potential , it is necessary to address and improve the neighborhood economy and expand economic opportunities...this entails both the support and enhancement of existing businesses and local entrepreneurs.."; and WHEREAS, The organizations, (Breath of Life Ministry of the Arts, Inc., Girl Power Rocks, Inc., Optimist Club, Inc., Overtown Youth Center, Inc., Urgent, Inc., and The Liberty City Community Revitalization Trust)( collectively, the "Organizations") more particularly defined in Exhibit "A" attached and incorporated herein provide training programs which, among other things include, health and wellness enrichment, financial literacy, work readiness and job skills training to youth residents within the redevelopment area preparing for college and the workforce ("Purpose"); and WHEREAS, the Organizations listed in Exhibit "A," attached and incorporated herein have completed applications and requested funding to assist with youth training 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 Eight Hundred Fifty -Seven Thousand Nine Hundred Thirty -Three Dollars and Ninety Cents ($857,933.90) ("Funds") to the Organizations listed and in the respective amounts as set forth in Exhibit "A"; 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". City of Miami Page 2 of 3 File ID: 14366 (Revision:) Printed on: 8/4/2023 File ID: 14366 Enactment Number: CRA-R-23-0038 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 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: V' ounsel 7/20/2023 City of Miami Page 3 of 3 File ID: 14366 (Revision:) Printed on: 8/4/2023 Exhibit "B" Scope of Work and Budget A.M. Cohen Temple Church of God In Christ Breath of Life Community Outreach Youth Program Statement of Work 2022-2023 Introduction: Breath of Life Community Outreach Youth Program is dedicated to building character and moral standards in our. youth. Project Purpose: To encourage, educate and empower inner city youth from ages four (4) through eighteen (18) by fostering hope through the form of training, education, tutoring, field trips, mentoring and the Arts in the form of dance, music, singing, and drama to help build their self-esteem and expose them to new and greater opportunities. Scope of Work: The Breath of Life Community Outreach Youth Program serves youth 2-days a week (Tuesday, and Thursday), summer (6-weeks). Youth will be taught tutorial programs (STEAM, Reading and Writing), Financial Literacy Workshop, Entrepreneurship, and preparing for Workforce Readiness. Youth will attend interactive workshops focused on topics that bring life to subjects covered. Identify Work Location: A.M. Cohen Temple Church of God In Christ 1747 N.W. 3rd Avenue Miami, FL. 33136 Tasks: Homework Assistance - Staff will assist youth with homework assignments Literacy Students are taught - Reading - Vocabulary building - Writing Physical Activity Students are taught - Art - Dance - Music - Social skills - Bonding - Teamwork Social -Emotional Learning Students are taught - Leadership skills - Skill building Milestones: The Breath of Life Community Outreach Youth Program serves youth 2 days a week (Tuesday, and Thursday) 3 hours a day and Summer. The sessions are held during the school calendar year (08/21/2023 — 06/09/2024) and summer (06/19/2024-07/31/2024). The Youth Program would especially be enhanced with the support of additional funding is needed to enhance the tutorial programs (STEAM, Reading and Writing), Financial Literacy Workshop, Entrepreneurship, and preparing for Workforce Readiness. Youth will attend interactive workshops focused on topics that bring life to subjects covered. Deliverables: Homework Assistance Youth receives a snack and prepare for homework assistances. Combining well -designed homework assistance with other academic enrichment activities can provide a well-rounded package of expanded learning opportunities that contribute to school success and positive youth development. Group Literacy Youth receive group literacy programming that utilizes evidence -based programs and/or strategies that promote and improve oral reading fluency in grades (K-3), reading comprehension in later grades (4-5), and vocabulary -building across all levels. Physical Activity (Arts: dance, sing, drawing/painting, music) Youth receive structured physical fitness programming to keep children moving throughout the entire activity, while performing fitness, fun, building friendship, bonding, and teamwork. Social -Emotional Learning (SEL) Program focuses on positive skill -building through challenging activities, leadership development, and opportunities for youth to have hands-on practice applying skills to real -world scenarios. Program ensure a nurturing, socially positive environment, and intentionally foster this environment by coaching and mentoring our youth. Job Readiness (High school youth) Career Professionals are invited to sessions to educate youth on the following topics: • Resume writing • Business etiquette (what to wear) • Completing Application Process (CAP) • Creating Your 60 Seconds Elevator Speech • Career Day (shadow mentor for a day in the field youth are interested in) • Selecting your career field o Salary compensation to match your lifestyle o Timeline reaching your career level, i.e. CEO, President, etc. Financial Literacy (High school youth) Career Professionals are invited to sessions to educate youth on the following topics: • Banking (interest rates) o Investing (saving for the future) o Budget (how to manage your finances) o Basic Household expenses o Auto/Insurance expenses o Higher Education expenses • Benefits • Entrepreneurship o Owning your own business o Type -of business Field Trips - Field trips increase engagement in the program and give participants the opportunity to experience new educational, cultural, and environmental experience. The selected field trip sites and experience are aligned to the curricula, activities, and may include museums, galleries, businesses, parks, college campus visits, and theater. - Week One: o Parent Orientation o Staff'Youth introduction Week Two: o Pre -Testing (reading/math/fitness) o Academics and Arts o Field Trip I Science location Week Three: o Youth Session Job Readiness o Financial Literacy o Field Trip (on -site) I Arts on Wheels Week Four: o Mid -Testing (reading/math/fitness) o Resume Writing o Field Trip Week Five: o Youth create their personal board describing their goals for school year o Field Trip I Arts (Performance at Adrienne Arsht) Week Six: o Post Testing (reading/math/fitness) o Celebration ending of camp preparing for school year Grants applied to: A.M. Cohen Temple Church of God In Christ — Breath of Life .Community Outreach Program plans to reach out and connect with commissioners for funding within Miami -Dade County to assist with the growth and development of the program. Monthly Calendar/Schedule Milestones: Curriculum of weekly activities Weekdays: Tuesday, Thursday I Summer Time: 6 p.m. — 9 p.m. June 2023 - Pre -Testing on reading and fitness July 2023 - Mid -Testing on reading and fitness I goal to increase score by 5% Post -Testing on reading and fitness final week of summer 1 goal to increase score comp al eLLt(Lpre-YPst Homework Assistance Days per week: 2 Offered: 30 minutes Group Literacy Days per week: 2 , Summer 5 Offered: 30 minutes Physical Activity (Arts: dance, sing, drawing/painting, music) Days per week: 2 1 Sumner 5 Offered: 60 minutes Social -Emotional Learning (SEL) Days per week: Summer 5 Offered: 30 minutes Job Readiness (High school youth) Days per week: 1 Offered: 30 minutes Financial Literacy (sigh school youth) Days per week: 1 Offered: 30 minutes Field Trips Weekly Breath of Life Youth Program Budget Administrative Cost Salaries and Wages $55,090.00 Space Rent $8,000.00 Utilities $2,700.00 Supplies - office $2,000.00 Total Expenses $67,790.00 Programming Cost Transportation (participants) $2,800.00 Supplies - program $3,000.00 Admission to Field trips 56,090.00 Total Expenses $11,890.00 Other Cost Program -Specific Audit $1,500.00 Background screening $975.00 Total Expenses $2,475.00 Total Budget $82,155.00 Staffing: Program Director Facilitators: Art Instructors Program Assistant Certified Teacher Teachers Lead Counselor Counserlors Facilitators: Art Instructors Total Salaries: Transportation 1-bus x 7 trips x $400 per bus After school/Summer After school/Summer Summer Summer Summer Summer Summer Summer Space School year : $500 x 11 months (2-days a week) ( Summer $2,500 (1-month) Utilities School year: $200 x 11 months (2-days a week) Summer 5500 (1-month) Office Supplies: $25 rate x 10 hrs/wk x 52 weeks $40 rate x 4 hrs/wk x 36 weeks 530 rate x 40 hrs/wk x 6 weeks $35 rate x 25 hrs/wk x 6 weeks $25 rate x 25 hrs/wk x 3 staff x 6 weeks $20 rate x 25 hrs/wk x 6 weeks) $15 rate x 25 hrs/wk x 3 staff x 6 weeks $40 rate x 6 hrs/wk x 6 weeks x 2 staff Program Supplies: Program material (workbooks, books, arts/crafts material, youth game boards, instruments, etc) Background screening 13 staff members x $75 per background check Admission to field trips: 7 field trips x $29 (average cost) x 30 youth Butterfly World Zoo Miami Seaquarium Frost Museum Museum of Discovery and Science Miami Children's Museum Adriene Arsh Center 513,000.00 55,760.00 $7,200.00 $5,250.00 $11,250.00 $3,000.00 $6,750.00 $2,880.00 $55,090.00 52,800.00 $8,000.00 $2,700.00 $2,000.00 53,000.00 $975.00 $6,090.00 Auditor $1,500.00 Total Budget 58.2,155.09 Exhibit "C" Insurance Requirements INSURANCE REQUIREMENTS BREATH OF LIFE MINISTRY OF THE ARTS, INC. I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami & SEOPWCRA listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement 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 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 & SEOPWCRA listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit 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.